[8-K] Meshflow Acquisition Corp Reports Material Event
Meshflow Acquisition Corp (symbol: MESH) is the issuer of record for a Form 8-K filing submitted to the SEC.
Rhea-AI Filing Summary
Meshflow Acquisition Corp (symbol: MESH) is the issuer of record for a Form 8-K filing submitted to the SEC.
Positive
- None.
Negative
- None.
Filing Explained
The proposed transaction would issue 80 million Pubco shares to HGP holders and remains subject to votes, registration, financing, cash, and other closing conditions.
The September 8, 2026 Form 8-K reports that Meshflow signed a business combination agreement with HGP Intelligent Energy on
Meshflow’s existing common stock would convert one-for-one into Pubco common stock, while HGP holders would receive the newly issued merger consideration. The proposed Equity Incentive Plan and ESPP would also reserve shares equal to 10 percent and 2 percent, respectively, of Pubco’s fully diluted shares after closing; those shares are proposed reserves, not shares issued in this filing.
The press release describes approximately
The transaction still requires an effective Form S-4 registration statement, shareholder and HGP equity-holder approvals, exchange-listing approval, antitrust clearance, and satisfaction or waiver of other conditions. HGP holders and SPAC insiders would be subject to transfer restrictions generally lasting until 180 days after closing, with an additional trading-price release condition for SPAC insiders.
8-K Event Classification
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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
Business Combination Agreement With HGP Intelligent Energy
On September 5, 2026, Meshflow Acquisition Corp., a Cayman Islands exempted company (which will transfer by way of continuation and domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Meshflow”), entered into a Business Combination Agreement (the “Business Combination Agreement”), dated as of September 5, 2026, with HGP Intelligent Energy, LLC, a Wyoming limited liability company (“HGP”), Leyte Parent, Inc., a Delaware corporation and wholly-owned subsidiary of Meshflow (“Pubco”), Leyte Merger Sub I, Inc., a Delaware corporation and wholly-owned subsidiary of Pubco (“SPAC Merger Sub”), and Leyte Merger Sub II, LLC, a Wyoming limited liability company and wholly-owned subsidiary of Pubco (“HGP Merger Sub”), pursuant to which, among other things and subject to the terms and conditions contained therein, (i) Meshflow will Domesticate (as further described and defined below), (ii) following the Domestication, SPAC Merger Sub will merge with and into Meshflow, with Meshflow continuing as the surviving corporation (the “Meshflow Merger”), (iii) substantially concurrently with the Meshflow Merger, HGP Merger Sub will merge with and into HGP, with HGP continuing as the surviving limited liability company (the “HGP Merger” and, together with the Meshflow Merger, the “Mergers”). As a result of the Mergers, Meshflow and HGP will become wholly owned subsidiaries of Pubco and Pubco will become a publicly traded company. The transactions contemplated by the Business Combination Agreement are referred to herein as the “Transactions.” Meshflow, HGP, Pubco, SPAC Merger Sub, and HGP Merger Sub are referred to herein individually as a “Party” and, collectively, as the “Parties.” HGP is a technology company that develops load-following technology for nuclear power plants. HGP is separately developing a program that would repurpose proven naval-derived reactor technology for civilian power generation on federal sites. References to the “combined company” or “Pubco” herein may refer to the combined company following the Closing as the context requires.
The Business Combination Agreement and the Transactions were approved by the board of directors of Meshflow and the managers of HGP.
The Domestication
At least one business day prior to the date of the closing of the Transactions (the “Closing” and the date of the Closing, the “Closing Date”), subject to the satisfaction or waiver of the conditions of the Business Combination Agreement, including obtaining the required shareholder and regulatory approvals, Meshflow will transfer by way of continuation from the Cayman Islands to the State of Delaware and domesticate as a Delaware corporation (“Meshflow Delaware”) in accordance with Section 388 of the General Corporation Law of the State of Delaware, as amended, and Part 12 of the Companies Act (as revised) of the Cayman Islands, (such continuation and domestication, the “Domestication”).
By virtue of the Domestication upon its effectiveness, (a) each then issued and outstanding Class A ordinary share, par value $0.0001 per share, of Meshflow (each a “Class A Ordinary Share”) (other than any Class A Ordinary Share included in the Cayman Purchaser Units (as defined in the Business Combination Agreement)), shall convert automatically, on a one-for-one basis, into one share of Class A common stock, par value $0.0001 per share, of Meshflow Delaware (the “Meshflow Delaware Class A Common Stock”); (b) each then issued and outstanding Class B ordinary share, par value $0.0001 per share, of Meshflow (each a “Class B Ordinary Share”), shall convert automatically, on a one-for-one basis, into one share of Class B common stock, par value $0.0001 per share, of Meshflow Delaware (the “Meshflow Delaware Class B Common Stock” and, together with the Meshflow Delaware Class A Common Stock, the “Meshflow Delaware Common Stock”); (c) each then issued and outstanding warrant of Meshflow (each a “Meshflow Warrant”) (other than any warrants of Meshflow included in its units sold in connection with its initial public offering (“Meshflow Units”)) shall convert automatically into one warrant to acquire one share of Meshflow Delaware Common Stock (each a “Meshflow Delaware Warrant”), pursuant to the Warrant Agreement (as defined in the Business Combination Agreement); and (d) the Meshflow Units will convert into units of Meshflow Delaware (each, a “Meshflow Delaware Unit”), each of which will consist of one share of Meshflow Delaware Class A Common Stock and one-third of one Meshflow Delaware Warrant.
The Mergers and Consideration
Following the Domestication and upon the terms and subject to the satisfaction or waiver of the conditions of the Business Combination Agreement, at the effective time of the Mergers (the “Effective Time”), (i) SPAC Merger Sub and Meshflow will consummate the Meshflow Merger, following which the separate corporate existence of SPAC Merger Sub will cease to exist and Meshflow will continue as the surviving company as a direct, wholly owned subsidiary of Pubco, and (ii) HGP Merger Sub and HGP will consummate the HGP Merger, following which the separate corporate existence of HGP Merger Sub will cease to exist and HGP will continue as the surviving company as a direct, wholly owned subsidiary of Pubco.
At the Effective Time, by virtue of the Mergers and subject to the terms and conditions of the Business Combination Agreement, (a) each issued and outstanding Meshflow Delaware Unit will be automatically detached, and each holder of such Meshflow Delaware Units will then hold one share of common stock of Pubco, par value $0.0001 per share (the “Pubco Common Stock”), and one-third of one warrant of Pubco to purchase one share of Pubco common stock at an exercise price of $11.50 (each, a “Pubco Warrant”), (b) each issued and outstanding share of Meshflow Delaware Common Stock will convert automatically into one share of Pubco Common Stock and (c) each issued and outstanding Meshflow Delaware Warrant will convert into one Pubco Warrant.
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In addition, subject to the terms and conditions of the Business Combination Agreement, at the Effective Time:
| (i) | the outstanding Company Simple Agreements for Future Equity (“SAFEs”) will automatically convert, immediately prior to the Effective Time, conditioned upon the occurrence of the HGP Merger, into a number of Class C units of HGP that are applicable for the right to receive the HGP Merger Consideration (as defined below) as determined in accordance with the terms of such SAFE. Post-conversion, such Class C units of HGP will be treated as units of HGP eligible to receive the consideration described below for units of HGP at the Effective Time, | |
| (ii) | each Company PIU Award (as defined in the Business Combination Agreement) that is vested in accordance with its terms as of immediately prior to the Effective Time will be canceled and converted into a number of shares of Pubco Common Stock equal to the value of each such vested Company PIU Award, | |
| (iii) | each Company PIU Award that is unvested in accordance with its terms as of immediately prior to the Effective Time will be canceled and converted into a number of shares of Pubco Common Stock under Pubco’s equity incentive plan (as described in the Business Combination Agreement) and | |
| (iv) | each unit of HGP issued and outstanding immediately prior to the Effective Time will be exchanged for the right to receive the applicable portion of the HGP Merger Consideration (as defined below). |
The “HGP Merger Consideration” is payable to the holders of units of HGP as of the Effective Time in the form of newly issued shares of Pubco Common Stock equal to 80,000,000 shares, calculated by dividing $800,000,000 by $10.00 per share.
The Redemption
Meshflow will provide an opportunity to the holders of Meshflow Class A Ordinary Shares that were initially issued as part of the Meshflow Units sold in its initial public offering to have their shares redeemed on the terms and conditions set forth in the Business Combination Agreement and Meshflow’s organizational documents (the “Redemption”). Subject to receipt of the approval of the Business Combination Agreement by the Meshflow shareholders, Meshflow Delaware will carry out the Redemption immediately prior to the Effective Time in accordance with its organizational documents.
The Closing
The Closing will occur as promptly as practicable, but in no event later than three (3) business days, after the satisfaction or, if permissible, waiver of the conditions set forth in the Business Combination Agreement, or at such other date, time, or place as Meshflow and HGP may mutually agree.
Stock Exchange Listing
From and after the Closing, the Parties intend to list on Nasdaq or the NYSE, as applicable (the “Applicable Exchange”), the Pubco Common Stock and the Pubco Warrants.
The Post-Closing Board of Directors and Executive Officers
The board of directors of Pubco following the Closing (the “Post-Closing Board”) will consist of seven directors consisting of (i) three directors who are designated prior to the Closing by HGP, (ii) three directors designated by Meshflow Acquisition Sponsor LLC (the “Sponsor”) prior to the Closing, subject to HGP’s prior approval, and (iii) HGP’s chief executive officer. Four of the seven directors shall be required to qualify as an “independent director” under the Applicable Exchange’s rules.
Proxy Statement and Registration Statement; Meshflow Shareholders’ Meeting
As promptly as practicable after the execution and delivery of subscription agreements, on terms and conditions mutually agreeable to Meshflow and HGP, for private equity investments for the PIPE Proceeds (as defined in the Business Combination Agreement) (the “PIPE Financing”), and receipt by Meshflow of any audited or unaudited financial statements of HGP that are required by applicable law to be included in the Registration Statement (as defined below), Meshflow and HGP will jointly prepare and Pubco will file with the U.S. Securities and Exchange Commission (the “SEC”), a registration statement on Form S-4 relating to the Transactions (the “Registration Statement”), which will contain (i) a proxy statement relating to an extraordinary general meeting of Meshflow’s shareholders (the “Meshflow Shareholders Meeting”) to be held to consider, among other things, (x) approval of the Domestication, (y) approval of the Transactions (including the approval and adoption of the Business Combination Agreement) and (z) the adoption and approval of any other proposals the parties deem necessary to effectuate the Transactions and (ii) a prospectus that Pubco will use to offer the shares of Pubco Common Stock and Pubco Warrants to be issued in connection with the Transactions.
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Meshflow will convene and hold the Meshflow Shareholders’ Meeting as promptly as practicable after the date on which the Registration Statement becomes effective (but in any event no later than thirty (30) days after the date on which the proxy statement included in the Registration Statement is mailed to Meshflow’s shareholders) for the purpose of voting upon (a) the adoption and approval of the Business Combination Agreement in accordance with applicable law and exchange rules and regulations, (b) approval of the Domestication, (c) adoption of the organizational documents of Pubco, (d) approval of the issuance of shares of Pubco Common Stock in accordance with the rules of the Applicable Exchange, (e) approval of the adoption of the Equity Incentive Plan and ESPP (each as defined below), (f) appointment of the director nominees as described above, (g) adoption and approval of any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Registration Statement or correspondence related thereto and (h) adoption and approval of any other proposals as reasonably agreed by Meshflow and HGP to be necessary or appropriate in connection with the Transactions (such proposals in (a) through (h), together, the “Transaction Proposals”). The board of directors of Meshflow will recommend to the shareholders of Meshflow that they approve the Transaction Proposals and will include such recommendation in the proxy statement.
Representations and Warranties
The Business Combination Agreement contains customary representations and warranties of the parties to the Business Combination Agreement with respect to, among other things, (a) organization and standing, (b) authorization and binding agreement, (c) capitalization, (d) subsidiaries, (e) no conflict; governmental consents and filings, (f) financial statements, (g) undisclosed liabilities, (h) absence of certain changes, (i) compliance with laws, (j) government contracts, (k) company permits, (l) litigation, (m) material contracts, (n) intellectual property, (o) taxes and returns, (p) real property, (q) personal property, (r) employee matters, (s) benefits plans, (t) environmental matters, and (u) insurance.
Covenants
The Business Combination Agreement includes customary covenants of the parties with respect to the operation of their respective businesses prior to the consummation of the Transactions and efforts to satisfy the conditions to consummation of the Transactions, including reasonable best efforts of the parties to arrange and obtain the PIPE Financing.
Equity Plan and Employee Stock Purchase Plan
Pubco will adopt (i) an equity incentive plan (the “Equity Incentive Plan”) and (ii) an employee stock purchase plan (the “ESPP”). Meshflow will, prior to the Closing Date, submit the Equity Incentive Plan and ESPP for approval of Meshflow’s shareholders at the Meshflow Shareholders’ Meeting. The Equity Incentive Plan will have an initial share reserve equal to ten percent of Pubco Common Stock immediately following the Closing on a fully diluted basis. The ESPP will have an initial share reserve equal to two percent of the total number of shares of Pubco Common Stock issued and outstanding immediately following the Closing on a fully diluted basis.
Exclusivity Restrictions
Pursuant to the terms of the Business Combination Agreement, from the date of the Business Combination Agreement to the Closing or, if earlier, the termination of the Business Combination Agreement in accordance with its terms, each Party has agreed, among other things, not to, without the prior written consent of HGP in the case of Meshflow, and Meshflow in the case of HGP, directly or indirectly, (i) solicit, knowingly assist, initiate, continue or knowingly facilitate the making, submission or announcement of, or intentionally encourage, any Acquisition Proposal (as defined in the Business Combination Agreement), (ii) furnish any non-public information regarding such Party or its affiliates or their respective businesses, operations, assets, liabilities, financial condition, prospects or employees to any person or group (other than a Party to the Business Combination Agreement or their respective representatives) in connection with or in response to an Acquisition Proposal, (iii) engage or participate in discussions or negotiations with any person or group with respect to, or that is intended or could reasonably be expected to lead to, an Acquisition Proposal, (iv) approve, endorse or recommend, or publicly propose to approve, endorse or recommend, any Acquisition Proposal, or (v) negotiate or enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement related to any Acquisition Proposal.
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Conditions to Closing
The consummation of the Transactions is subject to the receipt of the requisite approval of the shareholders of Meshflow and equity holders of HGP, and the fulfillment of certain other conditions, as described in greater detail below.
Mutual Conditions to Closing
Under the Business Combination Agreement, the obligations of the Parties to consummate the Transactions are subject to the satisfaction or written waiver (where permissible) of certain conditions, including with respect to: (i) the approval of the Transaction Proposals by Meshflow’s shareholders and approval of the Transactions by HGP’s equity holders; (ii) no adverse law or order having been entered into that would make the Business Combination Agreement, or the Transactions, illegal or otherwise prevent or prohibit consummation of the Transactions; (iii) the Registration Statement having been declared effective by the SEC and remaining effective as of the Closing; (iv) receipt of the conditional approval for the listing of Pubco Common Stock on the Applicable Exchange upon the Closing; and (v) expiration of the waiting period (and any extensions thereof) under the HSR Act (as defined in the Business Combination Agreement) and any other Antitrust Laws (as defined in the Business Combination Agreement) and receipt of any approval required under any other Antitrust Laws.
HGP’s Conditions to Closing
The obligations of HGP to consummate the Transactions are further subject to the satisfaction or written waiver (where permissible) of additional conditions, including with respect to: (i) the truth and accuracy of the representations and warranties of Meshflow, subject to the materiality standards contained in the Business Combination Agreement; (ii) material compliance by each of Meshflow, Pubco, HGP Merger Sub and Meshflow Merger Sub (together, the “SPAC Parties”) with their respective agreements and covenants under the Business Combination Agreement; (iii) no SPAC Material Adverse Effect (as defined in the Business Combination Agreement) having occurred; (iv) Meshflow having made the arrangements to have the net proceeds remaining in Meshflow’s trust account (after giving effect to all Redemptions) available to Meshflow at the Closing; (v) the Available Closing Cash (as defined in the Business Combination Agreement) being not less than $40,000,000 (the “Minimum Cash Condition”) and Pubco having received the PIPE Proceeds (as defined in the Business Combination Agreement); (vi) immediately following the Closing, Pubco satisfying any applicable initial and continuing listing requirements of the Applicable Exchange with respect to the Pubco Common Stock; (vii) the resignation of the specified directors and officers of Meshflow and Pubco effective as of the Closing; (viii) all actions having been taken to constitute the Post-Closing Board as contemplated by the Business Combination Agreement; (ix) Pubco’s governing documents having been amended and restated in the agreed upon forms, and the filing of such governing documents with the Secretary of State of the State of Delaware as applicable and Pubco’s post-Closing bylaws having been adopted; (x) receipt of a customary officer’s certificate of Meshflow, certifying as to the satisfaction of the applicable closing conditions; (xi) receipt of a customary secretary’s certificate of Meshflow; and (xii) Meshflow having delivered, or caused to be delivered, all Ancillary Documents (as defined in the Business Combination Agreement) to HGP.
SPAC Parties’ Conditions to Closing
The obligations of the SPAC Parties to consummate the Mergers are further subject to the satisfaction or written waiver (where available) of additional conditions, including with respect to: (i) the truth and accuracy of the representations and warranties of HGP, subject to the materiality standards contained in the Business Combination Agreement; (ii) material compliance by HGP with its agreements and covenants under the Business Combination Agreement; (iii) no Company Material Adverse Effect (as defined in the Business Combination Agreement) having occurred; (iv) receipt of a customary officer’s certificate of HGP, certifying as to the satisfaction of the applicable closing conditions; (v) receipt of a customary secretary’s certificate of HGP; and (vi) HGP having delivered, or caused to be delivered, all Ancillary Documents.
Termination
The Business Combination Agreement may be terminated at any time prior to the Closing as follows: (i) by mutual written consent of Meshflow and HGP; (ii) by HGP if there has been a Modification in Recommendation (as defined in the Business Combination Agreement) or by Meshflow if there has been a Company Member Recommendation Change (as defined in the Business Combination Agreement); (iii) by written notice by Meshflow or HGP if any of the conditions to the Closing set forth in Article VII of the Business Combination Agreement have not been satisfied or waived by the date that is nine months from the date of the Business Combination Agreement (the “Outside Date”); (iv) by written notice by either Meshflow or HGP if a governmental authority has issued an order prohibiting the transactions contemplated by the Business Combination Agreement; (v) by written notice to Meshflow from HGP if there is any breach of any representation, warranty, covenant or agreement on the part of either of the SPAC Parties set forth in the Business Combination Agreement, or if any representation or warranty shall have become untrue or inaccurate, in any case, such that the conditions specified in the Business Combination Agreement with respect to the truth and accuracy of representations and warranties or material compliance of the performance of covenants would not be satisfied at the Closing, and such breach or inaccuracy is incapable of being cured or is not cured within the earlier of (a) 30 days after written notice of such breach or inaccuracy is provided to Meshflow or (b) the Outside Date, subject to certain exceptions; (vi) by written notice to HGP from Meshflow if there is any breach of any representation, warranty, covenant or agreement on the part of HGP set forth in the Business Combination Agreement, or if any representation or warranty shall have become untrue or inaccurate, in any case, such that the conditions specified in the Business Combination Agreement with respect to the truth and accuracy of representations and warranties or material compliance of the performance of covenants would not be satisfied at the Closing, and such breach or inaccuracy is incapable of being cured or is not cured within the earlier of (a) 30 days after written notice of such breach or inaccuracy is provided to HGP or (b) the Outside Date, subject to certain exceptions; (vii) by HGP following the PIPE Notice Date (as defined in the Business Combination Agreement), if that the PIPE Financing would no longer reasonably be expected to result in the receipt of the PIPE Proceeds at Closing, subject to certain conditions; (viii) by either Meshflow or HGP if the Meshflow Shareholders Meeting has been held and the required shareholder approval was not obtained; (ix) by Meshflow if all conditions in favor of HGP have been satisfied or waived and HGP fails to consummate the Transactions on the required Closing Date, subject to certain conditions; (x) by HGP if all conditions in favor of Meshflow have been satisfied or waived and Meshflow, Pubco or either Merger Sub fails to consummate the Transactions on the required Closing Date, subject to certain conditions; and (xi) by HGP if subscription agreements for the PIPE Proceeds have not been executed on or prior to the PIPE Outside Date (as defined in the Business Combination Agreement).
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The foregoing description of the Business Combination Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Business Combination Agreement, a copy of which is filed with this Current Report on Form 8-K (this “Current Report”) as Exhibit 2.1 and the terms of which are incorporated by reference herein.
The Business Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of such agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Business Combination Agreement. The Business Combination Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about the parties to the Business Combination Agreement. In particular, the representations, warranties, covenants and agreements contained in the Business Combination Agreement, which were made only for purposes of the Business Combination Agreement and as of specific dates, were solely for the benefit of the parties to the Business Combination Agreement, may be subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Business Combination Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors and reports and documents filed with the SEC. Investors should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Business Combination Agreement. In addition, the representations, warranties, covenants and agreements and other terms of the Business Combination Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations and warranties and other terms may change after the date of the Business Combination Agreement, which subsequent information may or may not be fully reflected in Meshflow’s public disclosures.
Sponsor Support Agreement
Simultaneously with the execution and delivery of the Business Combination Agreement, Meshflow, the Sponsor, HGP, Pubco and certain shareholders of Meshflow named therein (such shareholders, together with the Sponsor, the “SPAC Insiders”) executed the Sponsor Support Agreement, dated September 5, 2026 (the “Sponsor Support Agreement”), pursuant to which each of the SPAC Insiders has agreed to vote all of their Meshflow Class B Ordinary Shares in favor of the Transaction Proposals.
The Sponsor Support Agreement restricts the SPAC Insiders from transferring their Meshflow Class B Ordinary Shares, subject to the exceptions provided therein, prior to the earliest of: (i) the Closing, (ii) termination of the Business Combination Agreement, or (iii) mutual agreement of parties.
The foregoing description of the Sponsor Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Sponsor Support Agreement, a copy of which is filed with this Current Report as Exhibit 10.1 and the terms of which are incorporated by reference herein.
Transaction Support Agreement
Simultaneously with the execution and delivery of the Business Combination Agreement, Meshflow entered into a transaction support agreement with Pubco, HGP and certain members of HGP (the “Supporting HGP Members”), pursuant to which, among other things, each Supporting HGP Member has agreed to, among other things, support and vote in favor of the Business Combination Agreement and the Transactions.
In addition, the Supporting HGP Members have agreed to not transfer any units of HGP held by them, subject to the exceptions provided therein, prior to the earliest of: (i) the Closing; (ii) the termination of the Business Combination Agreement; or (iii) mutual agreement of parties.
The foregoing description of the Transaction Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Transaction Support Agreement, a copy of which is filed with this Current Report as Exhibit 10.2 and the terms of which are incorporated by reference herein.
Lock-Up Agreement
Simultaneously with the execution and delivery of the Business Combination Agreement, Meshflow, Pubco, certain of the holders of HGP’s units (such holders, the “HGP Lockup Shareholders”) and the SPAC Insiders entered into a Lock-Up Agreement with respect to the shares of Pubco Common Stock to be held by them after the Closing (the “Lockup Agreement”).
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Pursuant to the Lockup Agreement, the HGP Lockup Shareholders have agreed not to transfer (except for certain permitted transfers) shares of Pubco Common Stock held by until the earlier of (i) 180 days after the Closing Date and (ii) the date in which Pubco completes a liquidation, merger, amalgamation, capital stock exchange, reorganization or other similar transaction that results in all of Pubco’s public stockholders having the right to exchange their shares of Pubco Common Stock for cash, securities or other property.
In addition, the SPAC Insiders have agreed not to transfer (except for certain permitted transfers) shares of Pubco Common Stock held by them until the earliest of (i) the date that is 180 days after the Closing Date, (ii) the date on which the Trading Price (as defined below) of the shares of Pubco Common Stock equals or exceeds $12.00 per share and (iii) the date in which Pubco completes a liquidation, merger, amalgamation, capital stock exchange, reorganization or other similar transaction that results in all of Pubco’s public stockholders having the right to exchange their shares of Pubco Common Stock for cash, securities or other property.
“Trading Price” means the daily closing price of the Pubco Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any ten (10) trading days within a period of thirty (30) consecutive trading days beginning thirty (30) days or more after the Closing Date.
The foregoing description of the Lockup Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Lockup Agreement, a copy of which is filed with this Current Report as Exhibit 10.3 and the terms of which are incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
On September 8, 2026, Meshflow and HGP issued a joint press release announcing the execution of the Business Combination Agreement and made available certain supplemental information regarding the proposed Transactions. A copy of the press release and the supplemental information are attached to this Current Report as Exhibits 99.1 and 99.3, respectively, and are incorporated into this Current Report by reference.
In addition, furnished hereto as Exhibit 99.2 and incorporated into this Item 7.01 by reference is an investor presentation that HGP has prepared for use in connection with the Transactions.
The foregoing (including Exhibits 99.1, 99.2, and 99.3) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report will not be deemed an admission as to the materiality of any of the information in this Item 7.01, including Exhibits 99.1, 99.2, and 99.3.
Forward-Looking Statements
All statements in this Current Report which are not statements of historical fact are “forward-looking statements” within the meaning of the federal securities laws and the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements are not intended to serve, and should not be relied on, as a guarantee, an assurance, or a prediction as to actual results. These forward-looking statements may be identified by the use of terms such as “anticipate,” “expect,” “suggests,” “plan,” “believe,” “predict,” “potential,” “possible,” “seek,” “future,” “propose,” “continue,” “can,” “designed to,” “enable,” “extend,” “intend,” “might,” “opportunity,” “outlook,” “position,” “estimates,” “targets,” “projects,” “should,” “could,” “would,” “may,” “will,” “forecast” or the negatives of these terms or variations of them or similar terminology, although not all forward-looking statements contain such terminology and the absence of these terms does not mean that a statement is not forward-looking.
Forward-looking statements in this Current Report include, but are not limited to, statements regarding the following: Meshflow’s or HGP’s management team’s expectations, beliefs, intentions, objectives, or strategies; the potential impact of the Transactions on HGP and the combined company, including allowing HGP to commercialize its load-following technology; the anticipated benefits, structure, valuation, proceeds, financing, terms, and timing of the Transactions; the listing of Pubco’s securities on a national securities exchange; the expected performance and capabilities of HGP’s digital twin and variable-speed reactor coolant pump technology; the applicability of that technology to operating and announced reactor designs; the ability of HGP’s control layer to enable islanded load-following for nuclear reactors; the design, development, and commercialization of HGP’s products and technology and the anticipated features, benefits, and timing thereof; HGP’s patent pending portfolio and research relationships; HGP’s addressable market and its expected revenue sources; the development, siting, licensing, timing, and economics of the Integrated Naval Nuclear Energy Campus, including the availability of federal authorities, federal sites, and naval-derived reactor technology; the anticipated use of proceeds from the Transactions; and expected demand for firm carbon-free electricity from data centers and other customers, as well as any statements as to competitive position, technological and market trends, estimated implied pro forma enterprise value of the go-forward public company following the Transactions, the cash position of Pubco following the closing, and Meshflow and HGP’s ability to consummate the Transactions. In addition, any statements that refer to Meshflow’s, HGP’s, or the combined company’s future expectations, beliefs, plans, objectives, financial position, conditions, assumptions, performance, projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.
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All forward-looking statements in this Current Report are based upon current estimates and forecasts and reflect the views, assumptions, expectations, and opinions of Meshflow and HGP as of the date of this Current Report, and are subject to a number of factors, risks and uncertainties, some of which are not currently known to Meshflow or HGP or are beyond Meshflow’s or HGP’s control, and that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement; (2) the initiation or outcome of any legal proceedings that may be instituted against Meshflow, Pubco, HGP or others following the announcement of the Transactions, the Business Combination Agreement, and other ancillary documents with respect thereto; (3) the amount of redemption requests made by Meshflow public shareholders and the inability to complete the Transactions due to the failure to obtain approval of the shareholders of Meshflow, or equity holders of HGP, or to satisfy other conditions to closing, including but not limited to, the Minimum Cash Condition and the receipt of the PIPE Proceeds by Pubco, expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act (and any approval required under any other applicable antitrust laws), and approval for the initial listing of the Pubco Common Stock and Pubco Warrants on the Applicable Exchange and compliance with applicable listing standards; (4) changes to the proposed structure of the Transactions required by applicable law or regulation or as a condition to regulatory approval; (5) the ability to maintain compliance with the listing standards of the Applicable Exchange following the consummation of the Transactions; (6) the risk that the Transactions or the announcement thereof disrupts current plans and operations of HGP; (7) the ability to recognize the anticipated benefits of the Transactions, which may be affected by, among other things, competition, the ability of HGP to grow and manage growth profitably or otherwise, maintain relationships with customers and suppliers, and retain its management and key employees; (8) costs related to the Transactions; (9) risks associated with changes in applicable laws or regulations and HGP’s operations; (10) the possibility that HGP may be adversely affected by other economic, business, and/or competitive factors; (11) HGP’s estimates of expenses and profitability; (12) HGP’s mission, goals and strategies; (13) HGP’s future business development, financial condition, and results of operations; (14) expected growth of the industry in which HGP operates; (15) expected changes in HGP’s revenues, costs or expenditures; (16) HGP’s expectations regarding demand for and market acceptance of its products and services; (17) HGP’s expectations regarding its relationships with users, customers and third-party business partners; (18) competition and technological change in HGP’s industry; (19) relevant government policies and regulations relating to HGP’s industry; (20) general economic, market, business, and political conditions globally and in jurisdictions where HGP operates; (21) the parties’ ability to obtain additional financing to complete the Transactions or to fund the combined company’s operations following the closing; (22) the impact of the announcement of the proposed business combination on the stock price performance of Meshflow’s securities; (23) the availability of additional capital required to develop HGP’s technology and projects and to execute its business strategies; (24) the ability to complete qualification, testing, and manufacturing of the variable-speed reactor coolant pump and to validate the digital twin on the expected schedule; (25) the willingness of reactor owners, operators, and developers to adopt or retrofit HGP’s control layer, and the timing of any regulatory approvals required for that adoption; (26) the timing and outcome of licensing, permitting, and site selection processes for the Integrated Naval Nuclear Energy Campus, including the availability of federal authorities, federal sites, and naval-derived reactor technology; (27) the availability and cost of nuclear fuel, long-lead components, fabrication capacity, and qualified workforce; (28) HGP’s ability to secure interconnection and long-term offtake agreements; (29) HGP’s or the combined company’s ability to obtain, maintain, and enforce its intellectual property rights; (30) HGP’s or the combined company’s ability to obtain any required regulatory approvals in connection with HGP’s anticipated products and technology; (31) the continuation of federal programs and research relationships referenced in the joint press release announcing the execution of the Business Combination Agreement; and (32) assumptions underlying or related to any of the foregoing.
The foregoing list of risks and uncertainties is not exhaustive. If any of these risks or uncertainties materialize or the underlying assumptions prove incorrect, actual results could differ materially from the results expressed or implied by these forward-looking statements. You should carefully consider the risks and uncertainties described in the “Risk Factors” section of the documents filed by Meshflow from time to time with the SEC and the Registration Statement relating to the Transactions, which is expected to be filed by Pubco with the SEC and the other documents filed by Meshflow and Pubco from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. There may be additional risks that neither Meshflow, HGP, nor Pubco presently know or that Meshflow, HGP, or Pubco currently believe are immaterial that could also cause actual results to differ materially from those contained in the forward-looking statements. In light of these factors, risks and uncertainties, the forward-looking events and circumstances discussed in this Current Report may not occur, and any estimates, assumptions, expectations, forecasts, views or opinions set forth in this Current Report should be regarded as preliminary and for illustrative purposes only and accordingly, undue reliance should not be placed upon the forward-looking statements. In addition, forward-looking statements reflect Meshflow’s and HGP’s expectations and plans as of the date of this Current Report. Each of Meshflow, HGP and Pubco assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.
Additional Information and Where to Find It
In connection with the Transactions, Pubco will file the Registration Statement with the SEC, which will include a proxy statement/prospectus, which will be distributed to Meshflow’s shareholders in connection with its solicitation for proxies for the vote by Meshflow’s shareholders with respect to the Transactions. Meshflow and Pubco may also file other documents with the SEC regarding the proposed Transactions. Meshflow’s shareholders and other interested persons are advised to read, when available, the Registration Statement, including the preliminary proxy statement/prospectus contained therein, the amendments thereto and the definitive proxy statement/prospectus, and other documents filed in connection with the Transactions, because, among other things, these materials will contain important information about Meshflow, HGP, Pubco, and the Transactions and the other matters to be voted upon by Meshflow’s shareholders, as well as updates to the financial, industry and other information herein and therein. Shareholders of Meshflow will be able to obtain a free copy of the proxy statement/prospectus when filed, as well as other filings containing information about Meshflow, HGP, Pubco, and the Transactions, without charge, at the SEC’s website located at www.sec.gov. This Current Report does not contain all the information that should be considered concerning the proposed Transactions and is not intended to form the basis of any investment decision or any other decision in respect of the Transactions.
NEITHER THE TRANSACTIONS NOR ANY INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAVE BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE TRANSACTIONS OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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Participants in the Solicitation
Meshflow, HGP, Pubco and their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies from Meshflow’s shareholders in connection with the Transactions. A list of the names of the directors, executive officers, other members of management and employees of Meshflow and HGP, as well as information regarding their interests in the Transactions, will be contained in the Registration Statement to be filed with the SEC by Pubco. Additional information about Meshflow’s directors and executive officers may be found in Meshflow’s Annual Report on Form 10-K for the period ended December 31, 2025, filed with the SEC on March 17, 2026. Additional information regarding the interests of such potential participants in the solicitation process may also be included in other relevant documents when they are filed with the SEC. You may obtain free copies of these documents from the sources indicated above.
No Offer or Solicitation
This Current Report is not a proxy statement or solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the Transactions, and does not constitute an offer to sell or the solicitation of an offer to buy any securities of Meshflow, HGP, or Pubco or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit
Number |
Description | |
| 2.1† | Business Combination Agreement, dated as of September 5, 2026, by and among Meshflow Acquisition Corp., HGP Intelligent Energy, LLC, Leyte Parent, Inc., Leyte Merger Sub I, Inc., and Leyte Merger Sub II, LLC. | |
| 10.1 | Sponsor Support Agreement, dated September 5, 2026, by and among Meshflow Acquisition Corp., Meshflow Acquisition Sponsor LLC, certain shareholders of Meshflow Acquisition Corp. party thereto, HGP Intelligent Energy, LLC, and Leyte Parent, Inc. | |
| 10.2 | Transaction Support Agreement, dated September 5, 2026, by and among Meshflow Acquisition Corp., Leyte Parent, Inc., HGP Intelligent Energy, LLC, and certain members of HGP Intelligent Energy, LLC party thereto. | |
| 10.3 | Lock-Up Agreement, dated September 5, 2026, by and among Meshflow Acquisition Corp., Leyte Parent, Inc., HGP Intelligent Energy, LLC, certain members of HGP Intelligent Energy, LLC party thereto and certain shareholders of Meshflow Acquisition Corp. party thereto. | |
| 99.1 | Press Release, dated September 8, 2026. | |
| 99.2 | Investor Presentation. | |
| 99.3 | Supplemental Information Regarding the Proposed Business Combination, dated September 8, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| † | Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MESHFLOW ACQUISITION CORP. | ||
| Dated: September 8, 2026 | By: | /s/ Bartosz Lipinski |
| Name: | Bartosz Lipinski | |
| Title: | Chief Executive Officer, Chief Financial Officer and Chairman | |
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Exhibit 99.1
September 8, 2026
DALLAS, Texas and CHICAGO, Illinois, September 8, 2026. HGP Intelligent Energy, LLC, whose digital twin software and variable-speed reactor coolant pumps are designed to give nuclear reactors the ability to follow load in real time, and Meshflow Acquisition Corp. (Nasdaq: MESH), a publicly traded special purpose acquisition company, today announced that they have entered into a definitive business combination agreement (the “Business Combination Agreement” and the transactions contemplated by the Business Combination Agreement, the “Transaction”) that will result in HGP becoming a publicly traded company.
| ● | HGP Intelligent Energy, LLC (“HGP” or the “Company”) has entered into a definitive business combination agreement with Meshflow Acquisition Corp. (“Meshflow”). |
| ● | HGP has developed a control layer for nuclear reactors, combining its NthSim digital twin software with its variable-speed reactor coolant pump hardware, that is designed to let a reactor follow load in real time. The system is designed to adjust coolant flow rather than moving control rods, recalculating the fastest safe power change roughly ten times per second, which allows a plant to track the minute-to-minute swings of an artificial intelligence data center while operating inside safety limits. |
| ● | The substantial majority of reactors operating or announced today cannot follow load while islanded from the grid. HGP’s control layer is designed to work with both the existing pressurized water fleet and announced small modular and advanced designs, as new-build hardware, as a retrofit package, or as a factory-integrated module, against a global base of more than 600 reactors operating or under construction. |
| ● | HGP’s patent pending portfolio covers variable-speed reactor coolant pump architecture, thermal margin and pump-speed control, digital twin monitoring and predictive control, and related pump hydraulics, spanning large pressurized water reactors, small modular reactors, microreactors, and sodium fast reactors. |
| ● | In July 2026, HGP was selected as a consortium partner on Prometheus, the AI-for-nuclear effort under the Department of Energy’s Genesis Mission, led by Idaho National Laboratory, along with Argonne, Oak Ridge, and Sandia and other commercial partners. The U.S. government has contributed $60 million to the consortium against more than $200 million of industry cost-share. |
| ● | HGP is separately developing the Integrated Naval Nuclear Energy Campus, which would place proven naval-derived reactors on federal sites to serve islanded, grid-connected data center load under long-term power agreements. |
| ● | HGP is led by Founder and Chief Executive Officer Gregory Forero, who owned and operated HGP Storage, developer of a first-of-a-kind battery energy storage project in ERCOT, and who previously served as a Vice President at Constellation. He has managed more than 22 gigawatts of generation assets over his career. |
| ● | Jeffrey Frase has joined HGP’s board of directors. He led global oil trading at Lehman Brothers and JPMorgan, spent 17 years at Goldman Sachs in commodities, and served as co-Chief Executive Officer of Noble Group. |
| ● | All existing HGP equity holders will roll 100 percent of their holdings into the combined company, and HGP’s management team, HGP’s principal equity holders, and Meshflow’s sponsor have committed to a customary lockup with respect to their shares in the combined company post-closing. |
Transaction Overview
Under the terms of the Business Combination Agreement, HGP and Meshflow will combine under a newly formed Delaware holding company, Leyte Parent, Inc., which will become the public company. The Transaction values HGP at a pre-money equity value of $800 million and implies a pro forma enterprise value of approximately $921 million and a pro forma equity value of approximately $1.2 billion, in each case assuming no redemptions. The Transaction is expected to provide approximately $345 million of gross proceeds, which includes cash held in Meshflow’s trust account before giving effect to potential redemptions. Proceeds are expected to be used for qualification and manufacturing of the variable-speed reactor coolant pump, continued development and validation of the digital twin, site development and licensing work for the Integrated Naval Nuclear Energy Campus, working capital, and transaction expenses.
Advisors
Cantor Fitzgerald & Co. (“Cantor”) is acting as exclusive financial advisor to HGP. DLA Piper LLP (US) is acting as legal advisor to Cantor. Pillsbury Winthrop Shaw Pittman LLP is acting as legal advisor to HGP. Ashurst Perkins Coie US LLP is acting as legal advisor to Meshflow.
About HGP Intelligent Energy
HGP Intelligent Energy, LLC, headquartered in Dallas, Texas, develops load-following technology for nuclear power plants. Its control layer pairs the NthSim digital twin, which models reactor state and thermal margin in real time, with variable-speed reactor coolant pumps that allow a reactor to change power through coolant flow rather than control rod movement, enabling islanded operation alongside artificial intelligence data centers and other variable loads. HGP holds a patent pending portfolio spanning pump architecture and control, digital twin monitoring and predictive control, and balance-of-plant systems across large pressurized water reactors, small modular reactors, microreactors, and sodium fast reactors, and is working with Argonne National Laboratory on validation of its pump and digital twin technologies. HGP is separately developing the Integrated Naval Nuclear Energy Campus, which would repurpose proven naval-derived reactor technology for civilian power generation on federal sites. More information is available at www.hgpenergy.com. The content of HGP’s website is not incorporated into this press release.
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About Meshflow Acquisition Corp.
Meshflow Acquisition Corp. is a blank check company organized as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. Chairman, CEO and CFO Bartosz Lipinski is a serial entrepreneur with experience at Citadel and Solana and the co-founder of Cube Exchange. Chief Strategy Officer Alex Dymala-Dolesky founded Uranium Digital, a trading-infrastructure company for uranium markets. Meshflow raised $345 million in its December 2025 IPO, led by Cantor. Meshflow’s units, Class A ordinary shares and warrants trade on Nasdaq as MESHU, MESH and MESHW, respectively. More information is available at www.meshflow.com. The content of Meshflow’s website is not incorporated into this press release.
Additional Information About the Proposed Transaction and Where to Find It
In connection with the proposed business combination, Leyte Parent, Inc., a subsidiary of Meshflow (“Pubco”), intends to file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (the “Registration Statement”), which will include a preliminary proxy statement of Meshflow and a preliminary prospectus of Pubco. After the Registration Statement is declared effective by the SEC, Meshflow will mail the definitive proxy statement/prospectus relating to the Business Combination to its shareholders as of a record date to be established for voting at the extraordinary general meeting of its shareholders (the “Extraordinary General Meeting”). The Registration Statement, including the proxy statement/prospectus contained therein, will contain important information about the proposed business combination and the other matters to be voted upon at the Extraordinary General Meeting. This communication does not contain all the information that should be considered concerning the Business Combination and is not intended to provide the basis for any investment decision or any other decision in respect of such matters. Meshflow and Pubco may also file other documents with the SEC regarding the Business Combination. Meshflow’s shareholders and other interested persons are advised to read, when available, the Registration Statement, including the preliminary proxy statement/prospectus contained therein, the amendments thereto and the definitive proxy statement/prospectus and other documents filed in connection with the Business Combination, as these materials will contain important information about Meshflow, HGP, Pubco and the Business Combination. Shareholders may obtain copies of the Registration Statement, including the preliminary or definitive proxy statement/prospectus contained therein, and the other documents filed or that will be filed by Meshflow and Pubco with the SEC, once available, without charge, at the SEC’s website located at www.sec.gov.
NEITHER THE TRANSACTION NOR ANY INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAVE BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE TRANSACTION OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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Cautionary Statement Regarding Forward-Looking Statements
All statements in this press release which are not statements of historical fact are “forward-looking statements” within the meaning of the federal securities laws. These forward-looking statements may be identified by terms such as “allow,” “anticipate,” “expect,” “suggests,” “plan,” “believe,” “predict,” “potential,” “possible,” “seek,” “future,” “propose,” “continue,” “can,” “designed to,” “enable,” “extend,” “intend,” “might,” “opportunity,” “outlook,” “position,” “estimates,” “targets,” “projects,” “should,” “could,” “would,” “may,” “will,” “forecast” or the negative or variation of these terms or similar terminology, although the absence of these terms does not mean that a statement is not forward-looking.
Forward-looking statements in this press release include, but are not limited to, statements regarding the following: the potential impact of the Transaction on HGP and the combined company, including allowing HGP to commercialize its load-following technology; the anticipated benefits, structure, valuation, proceeds, financing, terms, and timing of the Transaction; the listing of Pubco’s securities on a national securities exchange; the expected performance and capabilities of HGP’s digital twin and variable-speed reactor coolant pump technology and its applicability to operating and announced reactor designs; the ability of HGP’s control layer to enable islanded load-following for nuclear reactors; the design, development, and commercialization of HGP’s products and technology and the anticipated features, benefits, and timing thereof; HGP’s patent pending portfolio and research relationships; HGP’s addressable market, industry trends, expected revenue sources; the development, siting, licensing, timing, and economics of the Integrated Naval Nuclear Energy Campus; the anticipated use of proceeds from the Transaction; expected demand for firm carbon-free electricity from data centers and other customers; competition; estimated implied pro forma enterprise value and cash position of the public company post-closing; and Meshflow and HGP’s ability to consummate the Transaction. Statements regarding Meshflow’s, HGP’s, or the combined company’s expectations, plans, or future financial performance are also forward-looking statements.
These forward-looking statements are subject to risks and uncertainties, some of which are beyond Meshflow’s or HGP’s control, that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to: (1) events or other circumstances that could give rise to the termination of the Business Combination Agreement; (2) the initiation or outcome of legal proceedings that may be instituted against Meshflow, Pubco, HGP or others following the Transaction announcement; (3) the amount of redemptions by Meshflow public shareholders and the inability to complete the Transaction due to the failure to obtain required shareholder, regulatory, or other approvals or satisfy other closing conditions, including the minimum cash condition, required financing, HSR and other antitrust clearances, and stock exchange listing approval; (4) changes to the Transaction structure required by law, regulation, or as a regulatory approval condition; (5) maintaining stock exchange listing compliance post-closing; (6) the impact of the Transaction or the announcement thereof on HGP’s business or the stock price of Meshflow’s securities; (7) the ability to recognize the anticipated benefits of the Transaction, which may be affected by HGP’s ability to manage growth, maintain commercial and customer relationships, and retain key personnel; (8) Transaction-related costs; (9) changes in applicable laws, government policies, or regulations; (10) technological change or competition; (11) HGP’s or the combined company’s financial performance and liquidity position; (12) HGP’s strategies; (13) demand for and market acceptance of HGP’s products, technology, and services; (14) general economic, market, and political conditions; (15) the ability to obtain financing to complete the Transaction or fund the combined company’s operations; (16) the availability of capital required to develop HGP’s technology and execute its business strategies; (17) the ability to complete qualification, testing, and manufacturing of the variable-speed reactor coolant pump and validate the digital twin on the expected schedule; (18) reactor owners’, operators’, and developers’ willingness to adopt or retrofit HGP’s control layer and timing of required regulatory approvals; (19) the timing and outcome of licensing, permitting, and site selection processes for the Integrated Naval Nuclear Energy Campus; (20) the availability and cost of nuclear fuel, long-lead components, fabrication capacity, and qualified workforce; (21) HGP’s ability to secure interconnection and long-term offtake agreements; (22) risks related to intellectual property and the ability to obtain required regulatory approvals in connection with future products and technology; (23) federal programs and research relationships; and (24) assumptions underlying the foregoing.
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You should also carefully consider the risks and uncertainties described in the “Risk Factors” section of Meshflow’s SEC filings, the Registration Statement to be filed by Pubco, and other documents filed by Meshflow and Pubco from time to time with the SEC. The risks identified in these filings, as well as additional risks presently unknown or currently believed to be immaterial, could cause actual results to differ materially from those contained in the forward-looking statements. These forward-looking statements do not constitute a guarantee or prediction as to actual results. Undue reliance should not be placed upon the forward-looking statements. Forward-looking statements reflect Meshflow’s and HGP’s assumptions, estimates, expectations, and plans as of the date of this communication. Each of Meshflow, HGP and Pubco assume no obligation and do not intend to update these forward-looking statements, whether as a result of new information or otherwise, except as required by law.
Participants in the Solicitation
Meshflow, HGP, Pubco and their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies from Meshflow’s shareholders in connection with the Transactions. A list of the names of the directors, executive officers, other members of management and employees of Meshflow and HGP, as well as information regarding their interests in the Transactions, will be contained in the Registration Statement to be filed with the SEC by Pubco. You can also find more information about Meshflow’s directors and executive officers in Meshflow’s Annual Report on Form 10-K for the period ended December 31, 2025, filed with the SEC on March 17, 2026. Additional information regarding the interests of such potential participants in the solicitation process may also be included in other relevant documents when they are filed with the SEC. You may obtain free copies of these documents from the sources indicated above.
No Offer or Solicitation
This communication is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Transaction, and does not constitute an offer to sell or the solicitation of an offer to buy any securities of Meshflow, HGP or Pubco or a solicitation of any vote or approval, nor shall there be any offer or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.
Contacts
HGP Intelligent Energy
Chris Stillwell, Vice President, Strategic Finance and Capital Markets
cstillwell@hgpenergy.com
Meshflow Acquisition Corp.
Alex Dymala-Dolesky, Chief Strategy Officer
alex@meshflow.com
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Exhibit 99.2
1 Private & Confidential HGP Intelligent Energy HGP Intelligent Energy The Heart of Nuclear Investor Presentation September 2026 Private & Confidential – Not for Distribution
2 Private & Confidential Disclaimer Basis of Presentation. This confidential presentation (together with oral statements made in connection herewith, the "Presentation Materials") are provided for informational purposes only and have been prepared to assist interested parties in making their own evaluation with respect to a potential business combination (the "Potential Business Combination") between HGP Intelligent Energy ("HGP Intelligent Energy," "HGP," or "we") and Meshflow Acquisition Corp. ("Meshflow"). These Presentation Materials and the information contained herein constitutes confidential information and is provided to you on the condition that you agree that you will hold it in strictest confidence and not reproduce, disclose, forward or otherwise distribute it in whole or in part without the express prior written consent of HGP Intelligent Energy and Meshflow, and it is intended for the recipient hereof only. By accepting, reviewing or reading these Presentation Materials, you will be deemed to have agreed to the obligations and restrictions set out below. In addition, these Presentation Materials are intended solely for potential investors that are, and by proceeding to receive these Presentation Materials you confirm that you are, "qualified institutional buyers" or "accredited investors" (as such terms are defined under the rules of the Securities and Exchange Commission (the "SEC")). These Presentation Materials supersede and replace all previous oral or written communications relating to the subject matter hereof. By your acceptance or reading of these Presentation Materials, you acknowledge that applicable securities laws restrict a person who has received material non-public information concerning a company from purchasing or selling securities of such company and from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. You further acknowledge that (i) you will be solely responsible for your own assessment of the market and the market position of HGP Intelligent Energy, Meshflow, and the combined company following the Potential Business Combination (the "Combined Company"), (ii) you will conduct your own analysis and be solely responsible for forming your own view of the potential future performance of HGP Intelligent Energy's business, and (iii) you have the knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of the Potential Business Combination and that you are not relying on HGP Intelligent Energy or Meshflow in connection with your legal, tax, regulatory or accounting advice. These Presentation Materials speak solely as of the date hereof unless otherwise indicated. Neither the delivery of these Presentation Materials nor any further discussions of HGP Intelligent Energy or Meshflow with any of the recipients shall, under any circumstances, create any implication that there has been no change in the affairs of either company or any affiliate thereof since such date. Certain information included herein describes or assumes the terms that may or will be included in the agreements between the parties to the Potential Business Combination. Such agreements and terms are subject to change. The consummation of the Potential Business Combination is subject to other various risks and contingencies, including customary closing conditions. There can be no assurance that the Potential Business Combination will be entered into or consummated on the terms summarized herein or otherwise or at all. As such, the subject matter of these Presentation Materials is evolving and is subject to further change by HGP Intelligent Energy and Meshflow in their joint and absolute discretion. No Offer or Solicitation. These Presentation Materials do not constitute an offer to sell, or a solicitation of an offer to buy, or a recommendation to purchase, any securities in any jurisdiction, or the solicitation of any vote, consent or approval in any jurisdiction in connection with the Potential Business Combination or any related transactions, nor shall there be any sale, issuance or transfer of any securities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may be unlawful under the laws of such jurisdiction. These Presentation Materials do not constitute either advice or a recommendation regarding any securities. No offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended (the "Securities Act") or an exemption therefrom. No Representations and Warranties. No representations or warranties, express, implied or statutory are given in, or in respect of, these Presentation Materials, and no person may rely on the information contained in these Presentation Materials. Any data on past performance or modeling contained herein is not an indication as to future performance. This data is subject to change. Each recipient agrees and acknowledges that these Presentation Materials are not intended to form the basis of any investment decision by such recipient and do not constitute investment, tax or legal advice. Recipients of these Presentation Materials are not to construe its contents, or any prior or subsequent communications from or with HGP Intelligent Energy or Meshflow or any of their respective representatives as investment, legal or tax advice. Each recipient should seek independent third party legal, regulatory, accounting and/or tax advice regarding these Presentation Materials. In addition, these Presentation Materials do not purport to be all-inclusive or to contain all of the information that may be required to make a full analysis of the Potential Business Combination. Recipients of these Presentation Materials should each make their own evaluation of HGP Intelligent Energy and Meshflow, and of the relevance and adequacy of the information and should make such other investigations as they deem necessary. Information disclosed in these Presentation Materials is current as of the date of publication, and neither HGP Intelligent Energy nor Meshflow assume any obligation to update the information in these Presentation Materials. Each recipient also acknowledges and agrees that the information contained in these Presentation Materials (i) is preliminary in nature and is subject to change, and any such changes may be material and (ii) should be considered in the context of the circumstances prevailing at the time and has not been, and will not be, updated to reflect material developments which may occur after the date of these Presentation Materials. To the fullest extent permitted by law, in no circumstances will HGP Intelligent Energy or Meshflow or any of their respective subsidiaries, stockholders, affiliates, representatives, partners, directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of these Presentation Materials, its contents, its omissions, reliance on the information contained within it or on opinions communicated in relation thereto or otherwise arising in connection therewith. These Presentation Materials discuss trends and markets that HGP Intelligent Energy's and Meshflow's leadership team believes will impact the development and success of HGP Intelligent Energy and the Combined Company based on its current understanding of the marketplace and each recipient acknowledges this information is preliminary in nature and subject to change. Neither the SEC nor any securities commission of any other U.S. or non-U.S. jurisdiction has approved or disapproved of the Potential Business Combination described herein or determined that these Presentation Materials are truthful or complete. Forward-Looking Statements. Certain statements included in these Presentation Materials are not historical facts but are forward-looking statements, including for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "project," "forecast," "predict," "potential," "seem," "seek," "future," "outlook," "target," and similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words DOES not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, (1) statements regarding estimates and forecasts of financial, performance and operational metrics and projections of market opportunity or addressable markets; (2) references with respect to the anticipated benefits of the Potential Business Combination and the projected future financial and operational performance of the Combined Company following the Potential Business Combination, which may be affected by, among other things, competition, the ability of the Combined Company to grow and manage growth profitably, maintain relationships and retain its management and key employees; (3) the sources and uses of cash of the Potential Business Combination; (4) the anticipated capitalization and enterprise value of the Combined Company following the consummation of the Potential Business Combination; (5) statements regarding the Combined Company's operations following the Potential Business Combination; (6) the amount of redemption requests made by Meshflow's public shareholders; (7) current and future potential commercial relationships; (8) plans, intentions or future operations of the Combined Company; (9) the ability of Meshflow, HGP Intelligent Energy and/or the Combined Company to issue equity or equity-linked securities in the future; (10) the outcome of any legal proceedings that may be instituted against HGP Intelligent Energy, Meshflow or the Combined Company; (11) changes to the proposed structure of the Potential Business Combination that may be required or appropriate as a result of applicable laws or regulations; (12) the ability of the Combined Company to meet stock exchange listing standards following the Potential Business Combination; (13) the risk that the Potential Business Combination disrupts current plans and operations of HGP Intelligent Energy; (14) risks related to governmental regulation, compliance obligations and enforcement by federal, state, and non-U.S. governmental authorities, as well as regulatory trends generally; (15) expectations as to the industry trends and demands and the ability of HGP Intelligent Energy to address the nuclear supply and demand imbalance; (16) the anticipated scope, aspects, and benefits of HGP Intelligent Energy's solution and IP portfolio; (17) expectations regarding the Naval Nuclear Energy Campus, including with respect to revenue and ancillary capabilities; (18) commercialization plan and anticipated timeline; (19) illustrative economics; and (20) expectations related to the terms and timing of the Potential Business Combination and the ability of the parties to successfully consummate the Potential Business Combination. These statements are based on various assumptions, whether or not identified in these Presentation Materials, and on the current expectations of management of HGP Intelligent Energy and Meshflow and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of HGP Intelligent Energy and Meshflow. These forward-looking statements are subject to a number of risks and uncertainties, as set forth in the slide entitled "Risk Factors Appendix" to these Presentation Materials and those set forth in the section entitled "Risk Factors" and in Meshflow's final prospectus related to its initial public offering filed with the U.S. Securities and Exchange Commission (the "SEC") on December 11, 2025 (the "IPO Prospectus"), and in those other documents that Meshflow has filed or will file with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. The risks and uncertainties above are not exhaustive, and there may be additional risks that neither HGP Intelligent Energy nor Meshflow presently know or that they currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect HGP Intelligent Energy's and Meshflow's relevant expectations, plans or forecasts of future events and views as of the date of these Presentation Materials. Each of HGP Intelligent Energy and Meshflow anticipates that subsequent events and developments will cause those assessments to change. However, while HGP Intelligent Energy and Meshflow may elect to update these forward-looking statements at some point in the future, each of them specifically disclaims any obligation to do so, except to the extent required by law. These forward-looking statements should not be relied upon as representing HGP Intelligent Energy's or Meshflow's assessments as of any date subsequent to the date of these Presentation Materials. Accordingly, undue reliance should not be placed upon the forward-looking statements. Illustrative Information. Any illustrative economics, financial information, or other forward-looking data contained in these Presentation Materials are for informational purposes only and should not be relied upon as being necessarily indicative of future results. The assumptions and estimates underlying any such illustrative information are inherently uncertain and are subject to a wide variety of significant business, economic, and competitive risks and uncertainties, including those referenced above and herein, that could cause actual results to differ materially from those expressed or implied herein. Illustrative results are not necessarily indicative of future performance of HGP Intelligent Energy, Meshflow, or the Combined Company after the Potential Business Combination, and actual results may differ materially from those presented herein. Inclusion of any illustrative information in these Presentation Materials should not be regarded as a representation by any person that the results reflected therein will be achieved. Important Information and Where to Find It. In connection with the Potential Business Combination, Meshflow and HGP Intelligent Energy are expected to prepare a registration statement on Form S-4 (the "Registration Statement") to be filed with the SEC, which will include preliminary and definitive proxy statements to be distributed to Meshflow's shareholders in connection with Meshflow's solicitation for proxies for the vote by Meshflow's shareholders in connection with the Potential Business Combination and other matters as described in the Registration Statement, as well as the prospectus relating to the offer of the securities of the Combined Company in connection with the completion of the Potential Business Combination. After the Registration Statement has been filed and declared effective, Meshflow will mail a definitive proxy statement and other relevant documents to its shareholders as of the record date to be established for voting on the Potential Business Combination. Meshflow's shareholders and other interested persons are advised to read, once available, the preliminary proxy statement/prospectus and any amendments thereto, and the definitive proxy statement/prospectus, in connection with Meshflow's solicitation of proxies for its extraordinary general meeting of shareholders to be held to approve, among other things, the Potential Business Combination, because these documents will contain important information about Meshflow, HGP Intelligent Energy, and the Potential Business Combination. Shareholders may also obtain a copy of the preliminary or definitive proxy statement, once available, as well as other documents filed with the SEC regarding the Potential Business Combination and other documents filed with the SEC by Meshflow, without charge, at the SEC's website located at www.sec.gov or by directing a request to Meshflow Acquisition Corp., at 406 N. Sangamon Street, Chicago, Illinois 60642. Participants in the Solicitation. Meshflow, HGP Intelligent Energy, and their respective directors and executive officers, under SEC rules, may be deemed to be participants in the solicitation of proxies of Meshflow's shareholders in connection with the Potential Business Combination. Investors and security holders may obtain more detailed information regarding Meshflow's directors and executive officers in Meshflow's filings with the SEC, including Meshflow's IPO Prospectus and the other documents filed by Meshflow with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Meshflow's shareholders in connection with the Potential Business Combination, including a description of their direct and indirect interests, which may, in some cases, be different than those of Meshflow's shareholders generally, will be set forth in the Registration Statement. Shareholders, potential investors and other interested persons should read the Registration Statement and any other documents filed in connection with the Potential Business Combination carefully when they become available before making any voting or investment decisions. Trademarks. These Presentation Materials contain trademarks, service marks, trade names and copyrights of third parties, which are the property of their respective owners. The use or display of third parties' trademarks, service marks, trade names or products in these Presentation Materials are not intended to, and do not imply, a relationship with either HGP Intelligent Energy or Meshflow, an endorsement or sponsorship by or of HGP Intelligent Energy or Meshflow, or a guarantee that HGP Intelligent Energy or Meshflow will work or will continue to work with such third parties. Solely for convenience, the trademarks, service marks, trade names and copyrights referred to in these Presentation Materials may appear without the TM, SM, ® or © symbols, but such references are not intended to indicate, in any way, that HGP Intelligent Energy or Meshflow or any third party will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks, trade names and copyrights. Industry and Market Data. Industry and market data used in these Presentation Materials has been obtained from third-party industry publications and sources as well as from research reports prepared for other purposes. Neither Meshflow nor HGP Intelligent Energy has independently verified the data obtained from these sources and cannot assure you of the reasonableness of any assumptions used by these sources or the data's accuracy or completeness. No Incorporation by Reference. The contents of any websites or other citations referenced in these Presentation Materials is not incorporated by reference herein. Risk Factors. For a non-exhaustive description of the risks relating to an investment in a private placement in connection with the Potential Business Combination, please review the Risk Factors Appendix to these Presentation Materials. STRICTLY CONFIDENTIAL AND NOT FOR DISTRIBUTION
3 Private & Confidential SPAC SPONSOR Meet the Meshflow Team Bartosz Lipinski Chairman, CEO & CFO Chairman, CEO and CFO of Meshflow since August 2025; entrepreneur and senior technologist with 15+ years building low-latency trading systems, blockchain infrastructure, and high-availability front-office platforms. Previously led equities application development at Citadel and held engineering roles at BNP Paribas and JPMorgan. At the Solana Foundation he co-launched Metaplex, the leading NFT protocol on Solana. CEO and co-founder of Cube Exchange, a financial infrastructure platform seeking to scale institutional custody, settlement, and exchange infrastructure. Alex Dymala-Dolesky Chief Strategy Officer Chief Strategy Officer since September 2025. Investment Advisor at Canaccord Genuity (2018 to 2021) focused on portfolio construction and capital markets strategy, then Managing Director at Capital Y Management (2021 to 2023). Founded Uranium Digital in 2024, a software company building trading infrastructure and benchmark solutions for the uranium and nuclear fuel markets, where he serves as CEO. Board member and compensation committee member of Takara Ventures Ltd. since 2024. STRICTLY CONFIDENTIAL AND NOT FOR DISTRIBUTION
4 Private & Confidential Meet the HGP Team COMPANY MANAGEMENT Gregory Forero Founder & CEO Founded HGP in September 2025; 25+ years in energy as an operator and founder (Highgate Power and HGP Storage). Managed 22+ GW of generation assets over his career. Energy Derivatives Director at UBS, VP at Constellation, and ERCOT Portfolio Manager at TXU Energy. Chris Stillwell VP, Strategic Finance & Capital Markets Investment Banker at Bank of America in Natural Resources and Energy Transition. Associate at Kearney focused on M&A integration and strategy consulting. Served as a Military Intelligence Officer in the U.S. Army. Arvind Kumar Chief Scientific Officer Modeling and Simulation Engineer at NASA Johnson Space Center; built the lunar lander simulator for SpaceX. 30+ years across control systems, quantitative finance, aerospace engineering, and real-time software. Thomas Donnelly Nuclear Technology Manager U.S. Navy Nuclear Electronics Technician aboard USS Theodore Roosevelt; led 86 sailors in the Reactor Controls Division for 8+ years. Graduate of the Naval Nuclear Power School and Prototype program. Joseph Furco Strategic Advisor Captain in the U.S. Navy, serving as a Commanding Officer aboard the USS Nimitz for 8 years. Executive MBA from the Naval Postgraduate School (2008). STRICTLY CONFIDENTIAL AND NOT FOR DISTRIBUTION
5 Private & Confidential WHY NOW The Critical Need for Nuclear Power U.S. electricity demand vs. nuclear supply (indexed, 2010 = 100) 90 100 110 120 130 140 150 160 2010 '13 '16 '19 '22 '25 '28E '31E Electricity demand Nuclear generation E = illustrative forward path. Sources: Energy Institute Statistical Review of World Energy 2026; EIA. +2.2% U.S. residential retail electricity demand growth in 2025, versus a 0.25% average over the prior decade. Demand is re-accelerating.(1) ~Flat U.S. nuclear generation has been broadly stable for years, holding near 10% of total energy supply. (1) Nuclear Buildout Gap China has 33+ reactors under construction in the near term while the U.S. is starting zero per year. (2) Data centers are the new load demand, which requires around-the-clock power that we believe only large-scale, carbon free solutions can provide. U.S. capacity has not kept pace relative to the rest of the world STRICTLY CONFIDENTIAL AND NOT FOR DISTRIBUTION 1) Energy Institute Statistical Review of World Energy 2026; EIA 2) World Nuclear Association Reactor Database (Updated Jan 2026); IAEA PRIS (pris.iaea.org)
6 Private & Confidential HGP Addresses supply-side shortfalls in load following capabilities and reactor technology that the market demands Solving the Full Spectrum of Nuclear's Supply and Demand Imbalance THE OPPORTUNITY The Load Following Problem How to Meet Demand for Balanced Energy? The Technology Problem How to Meet Demand for Advanced Nuclear Power? 0h 3h 6h 9h 12h 15h 18h 21h Grid demand Net load (after solar) While demand for Nuclear power is growing, we believe next generation solutions such as SMRs are still years away from commercial readiness. Navy Nuclear Future SMR Critical Supply Gap HGP's solution is designed to address this gap with variable speed reactor pump hardware and the digital twin software that helps better align supply and demand for energy. The twin continuously models the reactor's actual state and calculates the fastest safe power change ~10x/second, letting the reactor follow the data center's swings all day within every safety limit. HGP's Naval Nuclear Campus, through repurposing proven U.S. Navy Nuclear Reactor Technology, uses a derisked, military spec solution to meet nuclear demand. We expect to deploy Naval-derived reactors on U.S. DOE land to power islanded, grid-connected data centers and expect to utilize relationships with Engineering, Procurement and Construction (EPCs) and hyper-scalers for development and offtake. The Digital Twin and Variable Pump Solution The Navy Nuclear Solution STRICTLY CONFIDENTIAL AND NOT FOR DISTRIBUTION Source: https://www.caiso.com/todays-outlook
7 Private & Confidential THE SYSTEM What is Load Following, and Why Does it Matter (1/2) Load following is a reactor's ability to raise and lower its output in real time. Connected to the grid, the reactor has to stay in rhythm with it, like a heartbeat; swing too much and the system goes arrhythmic. Islanded, it has no grid to lean on and must follow the site's load on its own, which our solutions enable. Steady rhythm = healthy Erratic spikes = a problem How HGP Keeps the Rhythm Steady: Software and Hardware, Working Together Just Like the Human Body Digital Twin Dynamic Control Navy Reactor Core Output Variable Pump Controls Flow Brain Dynamic Control Heart Core Output Lungs Controls Flow Dynamic Systems that operate in unison STRICTLY CONFIDENTIAL AND NOT FOR DISTRIBUTION (Illustrative)
8 Private & Confidential THE SYSTEM What is Load Following, and Why Does it Matter (2/2) STRICTLY CONFIDENTIAL AND NOT FOR DISTRIBUTION Design Benefit Rods designed to stay parked You are not expected to shed load No expected frequency / voltage trips No expected reliance on the grid Generally intended to avoid VOLL What it Means The reactor is designed to follow load by pump speed, not by moving control rods Demand swings are expected to be absorbed by flow, not by dropping customers The reactor is intended to ease to the new point without tripping protections The site can run as an island on its own generation VOLL = value of lost load: what an outage actually costs you Why it Matters to You Generally, less wear, simpler operation, and headroom kept for safety, not spent on daily load-follow AI training jobs and racks generally stay powered through the swing You generally avoid nuisance trips that cost uptime and stress equipment Designed to significantly reduce your exposure to grid outages, curtailment or interconnect queues For an AI datacenter that can be $10k–$100k+ per MWh unserved Dynamic load following offers tangible economic and commercial benefits
9 Private & Confidential MANUFACTURER — REACTOR / DESIGN ISLANDED LOAD-FOLLOW, AS SHIPPED WITH HGP CONTROL LAYER Westinghouse — AP1000 (large PWR) ✕ ✓ Westinghouse — eVinci (microreactor)(3) ✕ ✓ NuScale Power — VOYGR / NPM (iPWR) ✕ ✓ GE Hitachi (GE Vernova) — BWRX-300 ✕ ✓ Holtec International — SMR-300 (PWR) ✕ ✓ Oklo — Aurora Powerhouse(3) ✕ ✓ TerraPower — Natrium ✓ ✓ X-energy — Xe-100 (HTGR) ✓ ✓ Kairos Power — KP-FHR / Hermes ✕ ✓ BWX Technologies — Pele / BANR (micro) ✕ ✓ Nano Nuclear Energy — ZEUS / KRONOS ✕ ✓ Aalo Atomics — Aalo-1 (micro) ✕ ✓ Radiant — Kaleidos (micro)(3) ✕ ✓ Antares — heat-pipe micro(3) ✕ ✓ Last Energy — PWR-20 ✕ ✓ Rolls-Royce SMR — UK (PWR) ✕ ✓ EDF — Nuward SMR (France) ✕ ✓ KHNP / KEPCO — APR1400 & i-SMR (Korea) ✕ ✓ Mitsubishi Heavy Ind. — SRZ-1200 (Japan) ✕ ✓ Doosan Enerbility — SMR RCPs / forgings (Korea) ✕ ✓ CNNC — ACP100 "Linglong One" (China)(1) ✕ ✓ Rosatom — RITM-200 / floating (Russia)(2) ✕ ✓ AtkinsRéalis — CANDU MONARK (Canada) ✕ ✓ Across Today's Operating Fleet and Future Designs, HGP's Control Layer Solution enables variable islanded load A Large and Growing Addressable Market MARKET Key Benefits of HGP's Control Layer Digital Twin Live Ability to Model Reactor Performance. Variable Flow Pump Hardware with Load Following Capabilities. Universal Applicability Compatible with New & Old Reactor Designs. 1) Commerce entity list, DoW 1260H. 2) OFAC-sanctioned. 3) Buffer Requirement STRICTLY CONFIDENTIAL AND NOT FOR DISTRIBUTION Sources: IAEA Advanced Reactors Information System (ARIS, aris.iaea.org) design descriptions plus vendor published design specs for as-shipped load-follow capability; Company analysis based on publicly available design documentation.
10 Private & Confidential IP Focus Class Type Status Large PWR / AP1000 – VFD-RCP LOAD-FOLLOWING Integrated coolant-flow distribution & RCP control for annular fuel (PARENT) PWR / general Non-Prov. Utility On File Variable-speed RCP architecture, ASME III Cl-1 metallurgy PWR Continuation On File Thermal-hydraulic safety-margin pump-speed control PWR Continuation On File Load-following pump-speed control w/ passive flow-split PWR Continuation On File VFD-RCP retrofit & OE for operating PWR fleet, bounded-authority AP1000 / W-CE-B&W fleet CIP of -001 On File Variable-primary-flow rod-parked load-following (parent + R1–R3) PWR / Islanded Non-Prov. + Div. Pkg. Built SMR – PUMPED IPWR & MODULAR FLEET SMR coolant-pump system w/ integrated flow distribution SMR (iPWR) Continuation Filing-Ready Factory-modular reactor pump & fuel assembly SMR / Modular Divisional Filing-Ready Multi-module plant dispatch optimization SMR Fleet Divisional Filing-Ready Pumped-SMR embodiment of fleet load-following (R4) SMR (Pumped) Cont./Div. Pkg. Built MICROREACTOR – DRUM-REFLECTOR, PUMP-LESS Load-following control for pump-less drum/reflector microreactor Micro (Drum) Prov. + Non-Prov. On File Sizing & dispatch of non-battery inertial bridge to ramp deficit Micro / General Provisional Filing-Ready Islanded load-following of heat-pipe closed-Brayton microreactor Micro (Heat-Pipe) Provisional Filing-Ready LMR / SODIUM FAST – MAGNETIC-DRIVE COOLANT PUMP Power-demand-responsive predictive control of mag-drive sodium RCP LMR / Sodium Prov. (Standalone) On File Actively-controlled predictive coastdown (sodium) — companion LMR / Sodium Provisional Referenced CROSS-CUTTING – PUMP HYDRAULICS, DIGITAL TWIN, BALANCE-OF-PLANT Annular-fuel flow-split; adaptive throttle ring; dual-channel cooling PWR Continuation Filing-Ready Flywheel-hydraulic coupling; hydraulic optimization for annular fuel PWR / Pump Divisional Filing-Ready Digital-twin T-H monitoring & predictive control General / DT Divisional Filing-Ready Construction-to-operations digital-twin handoff General / DT Non-Provisional Filing-Ready AI-prioritized bus-bar sectionalizing system Grid / Substation Non-Provisional Filing-Ready Leading Patent Portfolio Along with Critical Tech Partnerships TECHNOLOGY Partnership with DOE Labs Through Project Prometheus Project Prometheus is a collaboration between the Idaho National Laboratory and NVIDIA using AI and digital twins to accelerate nuclear energy deployment and commercialize HGP's technology. HGP is the technical lead with Argonne National Lab on the Digital Twin development and Variable Speed Reactor Coolant Pump, where both technologies will be verified and validated by the DOE National Laboratories. Recent Idaho National Lab regulatory approvals are accelerating DOE directives to modernize and commercialize regulation for advanced nuclear energy. STRICTLY CONFIDENTIAL AND NOT FOR DISTRIBUTION Sources: Project Prometheus consortium agreement / DOE Genesis Mission program documentation (HGP technical-lead role with Argonne)
11 Private & Confidential Power Offtakes HGP is in discussion with leading hyper-scalers around potential PPAs and other commercial partnerships. Integrated Naval Nuclear Energy Campus (INEC) Revenue Sources and Ancillary Capabilities(2) ▪ Primary Revenue (Years 1-12): Long-term commercialization agreements provide contracted, predictable cash flows per reactor. ▪ Post-PPA Revenue (Years 13+): Transition to merchant power sales, introducing market-based pricing upside. ▪ Ancillary Revenue (Per Reactor): Capacity payments and BESS revenues supplement core generation income. ▪ Tertiary Revenue Stream: Co-60 isotope production for A1B and S1B reactors adds incremental, high-margin revenue. Reactor Sourcing BWXT and US Navy Fleet provide readily accessible source of reactors. DOE Selection HGP enables the DOE's Nuclear prioritization by bringing a track record of credible execution abilities and strong supply chain ties. DOE Locations Paducah(1) and Oak Ridge are already part of the AI Data Center Federal Lands Initiative, creating strong alignment for co- locating Nuclear power. Construction Partners HGP has existing relationships with premier EPCs to ensure a timely build-out. The Integrated Naval Nuclear Energy Campus provides islanded power, with potential grid connections for data centers that align with government regulatory tailwinds The Naval Nuclear Energy Campus PLATFORM UPSIDE STRICTLY CONFIDENTIAL AND NOT FOR DISTRIBUTION 1) The DOE recently awarded a portion of the land at Paducah to a joint development site supported by Brookfield and NextEra Energy. 2) Represents current estimates or expectations based solely on HGP management's current beliefs as of July 14, 2026. Timelines are subject to change and are not indicative of, and should not be relied upon with respect to, actual timing or results. (Illustrative)
12 Private & Confidential Hypothetical Commercialization Overview(1) UNIT ECONOMICS Commercialization in 2029 Commercialization in 2031 Core licensing fee $2.0M per reactor ~$130.0 – 150.0 PPA per MWH(2) Additional Options: ▪ Dispatch optimization $0.3M ▪ Power uprate analysis $0.3M ▪ Behind-the-meter optimization $0.5M Additional S1B Revenue: ▪ Capacity Payments $13.5M per year ▪ BESS Revenue $20.0M per year ▪ Co-60 Isotope $11.9M per year Recurring Revenue: ▪ $1.0M in Aftermarket / Spares / Services ▪ $5.5M in Passive Flow Hardware $27.5M for new reactors $14.0M for existing reactors for retrofit Digital Twin RCP Pumps Naval Nuclear Campus $10.0M for SMRs There are 640 reactors currently operating or being constructed in the near term around the globe and there is an expected demand for 48 GW of nuclear power for over the next ten years(4) ~500MW – 1 GW(3) STRICTLY CONFIDENTIAL AND NOT FOR DISTRIBUTION 1) Reflects anticipated timelines and amounts based solely on HGP management's current beliefs or expectations as of July 14, 2026. This information is subject to change and is not indicative of, and should not be relied upon with respect to, actual timing or results. 2) Observed data-center nuclear PPA comps; Management estimate informed by recent nuclear PPA announcements and Lazard LCOE+ 3) Company engineering and site planning 4) Deloitte Data Center Report
13 Private & Confidential The Regulatory Environment is Turning in HGP's Favor REGULATORY Federal Mandate to Build A Faster Legal Path Federal Land for Power Federal R&D Validation Bipartisan Support Large-Load Interconnection Reform DOE and the Department of War are directed to pursue federal nuclear mandates, with a focus on cutting licensing, cost, and regulatory barriers. Repurposing proven naval reactors under DOE's existing Section 110 authority targets power in the near term, versus 10+ years for a new-build SMR. DOE's AI Data Center Federal Lands Initiative opens sites such as Paducah and Oak Ridge for co-located nuclear; HGP has filed for both. HGP is a named partner in the INL-led Project Prometheus consortium under DOE's Genesis Mission, alongside Microsoft, NVIDIA, Oklo, and TerraPower. Engaged across the House Energy & Commerce Committee and the Senate, anchored in the districts that hold HGP's lead sites. New rules such as Texas SB6 plus dockets EL25-49 and RM26-4 create a clear process for co-locating data centers with dedicated, on-site generation. Federal policy is actively clearing the path that HGP is built to use STRICTLY CONFIDENTIAL AND NOT FOR DISTRIBUTION
14 Private & Confidential 1) Transaction expenses ranges from $34.7 – 16.6M based on a 0 – 100% redemption rate. 2) Pro forma ownership excludes all warrants. Transaction Overview VALUATION Assumptions Sources & Uses Pro Forma Valuation Pro Forma Ownership(2) SPAC Assumptions: ▪ SPAC Share Price: $10.00 ▪ Public Shares at Closing (M): 34.5 ▪ SPAC Redemption Rate: 0.0% ▪ Sponsor Shares (M): 8.6 Deal Assumptions: ▪ HGP Pre-Money Equity Value ($M): $800.0 ▪ Equity PIPE ($M): $60.0 ▪ Estimated Transaction Expenses ($M): $34.7 ▪ Minimum Cash Condition ($M): $40.0 Uses ($ in M) HGP Rollover $800.0 HGP Rollover $800.0 SPAC Cash in Trust $345.0 Cash to Balance Sheet $370.3 Equity PIPE Proceeds $60.0 Transaction Expenses(1) $34.7 Total Sources $1,205.0 Total Uses $1,205.0 Sources ($ in M) Pro Forma Valuation Summary Total Shares 129.1 Price per Share $10.00 Equity Value (in M) 1,291.3 (-) Cash (370.3) (+) Debt 0.0 Pro Forma Enterprise Value (in M) 921.0 Cap Table # % Company Shares 80.0 62.0% Public SPAC Shares 34.5 26.7% Sponsor Shares 8.6 6.7% Equity PIPE 6.0 4.6% Total Shares 129.1 100.0% STRICTLY CONFIDENTIAL AND NOT FOR DISTRIBUTION
15 Appendix Private & Confidential STRICTLY CONFIDENTIAL AND NOT FOR DISTRIBUTION
16 Private & Confidential Digital Twin UNIT ECONOMICS Attractive, asset-light software economics driven by uprate potential Overview Core revenue (per reactor): the digital twin core licensing fee drives recurring, high-margin software revenue. Add-on modules: dispatch optimization, power uprate analysis, and behind-the-meter optimization provide modular, upsell-driven expansion. Strategic upside: potential DoW mandates (via Argonne and Project Prometheus) represent additional, non-core opportunities. Illustrative Annual Unit Economics ($M)(1) Revenue Streams Management Case ($M) Digital Twin Core Licensing Fee $2.0 Dispatch Optimization $0.3 Power Uprate Analysis $0.3 Behind-the-Meter Optimization $0.5 Total Revenue per Reactor $3.1 Illustrative Annual Total Revenue Calculation(1) Total Reactor Addressable Market 640 x Reactor Market Share 10.0% = Number of Reactors 64 x Reactor Unit Revenue $3.1 = Total Annual Revenue $198.4 STRICTLY CONFIDENTIAL AND NOT FOR DISTRIBUTION 1) Reflects illustrative potential economics only – not intended as, and should not be relied upon as, an indication of future performance or actual results.
17 Private & Confidential Reactor Coolant Pump UNIT ECONOMICS A mix of one-time hardware sales and recurring aftermarket revenue Overview Core hardware revenue: initial sales of the VFD RCP system (a new pump) drive upfront, per-unit revenue. Installation-linked revenue: one-time retrofit packages and factory-built modular SMR integrations add to revenue per install. Aftermarket tail (Year 2+): passive flow hardware, spares, and services generate recurring, long-tail revenue. Strategic upside: potential DoW mandates (via Argonne and Project Prometheus) provide non-core upside. Illustrative Total Revenue Calculation, 10 Years(1) Illustrative Annual Unit Economics ($M)(1) Revenue Streams Management Case ($M) VFD RCP System(1) $27.5 Passive Flow Hardware(2) $5.5 Retrofit Package(1) $14.0 Factory Modular SMR Package(1) $10.0 Aftermarket / Spares / Services(2) $1.0 Total Reactor Addressable Market 640 x Reactor Market Share 10.0% = Number of Reactors 64 x Reactor Unit Revenue $17.2(4) = Total Installation Revenue $1,100.8(2) Total Reactor Addressable Market 640 x Reactor Market Share 10.0% = Number of Reactors 64 x Reactor Unit Revenue $6.5 = Total 10 Year Revenue $416.0(3) 1) Reflects illustrative potential economics only – not intended as, and should not be relied upon as, an indication of future performance or actual results. 2) One-time installation revenue. 3) Recurring revenue over 10 years. 4) Assumes 1/3 VFD, 1/3 Retrofit, and 1/3 Factory Modular SMR STRICTLY CONFIDENTIAL AND NOT FOR DISTRIBUTION
18 Private & Confidential Integrated Naval Nuclear Energy Campus UNIT ECONOMICS PPA offtake commercialization agreements supported by uprate opportunities Overview Primary revenue (Years 1 to 12): long-term commercialization agreements provide contracted, predictable cash flows per reactor Post-PPA revenue (Year 13+): transition to merchant power sales, adding market-based pricing upside Ancillary revenue (per reactor): capacity payments and BESS revenues supplement core generation income Tertiary revenue: Co-60 isotope production on A1B and S1B reactors adds incremental, high-margin revenue Illustrative Annual Total Revenue Calculation(1) Illustrative Annual Unit Economics ($M)(1) Reactor Type MWe per Reactor Total Rev / Reactor ($M) Expected Market Share Total Annual Revenue ($M) A4W ~170.0 $293.4 1.0% $1,877.8 A1B ~265.0 $479.1 3.0% $9,196.8 S1B ~90.0 $155.5 3.0% $2,983.7 Total $14,058.3 Revenue Streams A4W / Reactor A1B / Reactor S1B / Reactor PPA $207.9 $324.1 $110.1 Capacity Payments $25.5 $39.8 $13.5 BESS Revenue $60.0 $60.0 $20.0 Co-60 Isotope Revenue -- $55.2 $11.9 Total Revenue per Reactor $293.4 $479.1 $155.5 STRICTLY CONFIDENTIAL AND NOT FOR DISTRIBUTION 1) Reflects illustrative potential economics only – not intended as, and should not be relied upon as, an indication of future performance or actual results.
19 Private & Confidential HGP Intelligent Energy Joins DOE's $230 Million Nuclear AI Moonshot, Targeting Reactors That Follow Data Center Load PRESS RELEASE HGP's digital twin and variable-speed reactor coolant pumps target reactors that follow AI data center load without taxing the public grid DALLAS, TX, UNITED STATES, July 22, 2026 /EINPresswire.com/ -- HGP Intelligent Energy Named a Commercial Partner in Prometheus, the Department of Energy's AI Moonshot for Nuclear Power Dallas company joins Microsoft, Amazon Web Services, NVIDIA and Westinghouse among the commercial partners in the largest project selected under the Genesis Mission HGP Intelligent Energy LLC (HGP) today announced that it has been named a contributing commercial partner in Prometheus, the Idaho National Laboratory-led program selected by the U.S. Department of Energy under its Genesis Mission to make nuclear energy faster, safer and cheaper. Prometheus, which its winning application calls "America's artificial intelligence moonshot" for nuclear power, unites four DOE national laboratories, Idaho, Oak Ridge, Argonne and Sandia, four research universities, and twenty-five commercial partners including Microsoft, Amazon Web Services, NVIDIA, Westinghouse, GE Vernova, TerraPower, Oklo, X-energy, Aalo Atomics and HGP behind one objective: using artificial intelligence to cut nuclear deployment timelines in half and reduce operating costs by 50 percent. The award directs $60 million in federal funding over three years to the participating national laboratories and universities, matched by more than $250 million committed by the commercial partners. Announced by Secretary of Energy Chris Wright at the Genesis Mission Summit in Washington, Prometheus is the largest of the 278 projects the Department selected, and the only Phase II award. Idaho National Laboratory names HGP among the Prometheus partners. HGP is participating in the AI for Nuclear Energy Consortium, the commercial coalition organized under the program, and is working directly alongside Argonne National Laboratory to validate and verify its technology. HGP contributes two commercialization technologies to the program. NTH-Sim, the company's AI-powered digital twin, delivers real-time core monitoring and predictive safety analytics, with solvers validated to date across pressurized water, sodium fast and microreactor classes. HGP's variable-frequency-drive reactor coolant pumps enable continuous variable-speed operation, allowing proven reactor designs to load-follow and track minute-to-minute demand without moving control rods. Together they address the program's stated gap that reactor operations remain labor-intensive and manually driven. Taken together, these technologies are aimed at a commercialization problem that has become central to the AI buildout: how to power data centers without loading their demand onto the public grid. A digital twin that supports reduced operating staff, paired with coolant pumps that let a reactor follow a data center's load in real time, is intended to make dedicated on-site nuclear generation commercially practical. Under that architecture, a data center is served by its own generation under private contract rather than drawing on shared transmission and distribution infrastructure, so the cost of serving it is not socialized across utility ratepayers. HGP's technologies are designed to enable that model; the company is not today operating a facility under it. "Prometheus is the first program to treat artificial intelligence as the critical path for nuclear rather than a science project bolted onto it," said Gregory A. Forero, CEO of HGP Intelligent Energy. "The targets the Department just set were unachievable five years ago: ten times faster design and licensing, three times faster manufacturing, half the operating staff. Our digital twin and our variable-speed pumps exist to close that gap. They are what make it realistic to put a reactor next to a data center and have it follow that load minute by minute, so the largest new electricity demand in a generation gets served by its own dedicated generation instead of being pushed onto the public grid and onto ratepayers. We have built and operated power generation assets in ERCOT since 2013 and managed multi-gigawatt fleets since 1998. That is the problem this coalition was assembled to solve, and Texas manufacturing is where we intend to build the answer." The United States needs an estimated 300 gigawatts of new nuclear capacity by 2050. Over the last eight years the cost of building it has escalated from under $10,000 per kilowatt to over $21,000 per kilowatt, driven by late-stage licensing and constructability surprises that surface after the money is spent. Prometheus attacks that curve directly, targeting a tenfold reduction in design and licensing workflow time, a threefold reduction in manufacturing cycle time, and a 50 percent reduction in operational staffing, each benchmarked against documented non-AI baselines. The program also aims to demonstrate at least seven continuous days of autonomous operation of a commercial microreactor at half the required staff. About HGP Intelligent Energy. HGP Intelligent Energy LLC, headquartered in Dallas, Texas, develops AI and advanced control technologies that make nuclear generation commercially deployable at the scale and speed the AI economy requires, including the NTH-Sim digital twin and variable-speed reactor coolant pumps. The company applies these technologies to proven naval-derived pressurized water reactor designs, with fabrication anchored by Texas manufacturing partners. HGP's team brings three decades of power sector experience, including a First of a Kind (FOAK) battery energy storage resource approved by ERCOT in 2019 and in operation since. HGP holds a portfolio of pending patent applications spanning variable-speed reactor coolant pumps, AI-powered digital twin systems, and extended fuel life technology. STRICTLY CONFIDENTIAL AND NOT FOR DISTRIBUTION "President Trump called on American industry to win the AI race. That race runs on electricity. We are working with the national labs and industry leaders to bring nuclear into the AI-driven future." — Gregory A. Forero AI for Nuclear HGP Load Following System EIN PRESSWIRE July 22, 2026; HGP Intelligent Energy Joins DOE's $230 Million Nuclear AI Moonshot, Targeting Reactors That Follow Data Center Load
20 Private & Confidential Risk Factors The following is a summary of certain material risks relating to the Potential Business Combination. This summary is not intended to be exhaustive, and additional risks and uncertainties may be included in the Registration Statement and other filings with the SEC, if and when filed. Risks Related to the Potential Business Combination • The structure or terms of the Potential Business Combination may change and the Potential Business Combination may not be completed on the anticipated terms, timeline, or at all. • The Potential Business Combination is subject to closing conditions, including stock exchange listing requirements and shareholder approval requirements, which may not be satisfied or waived. • Required governmental, regulatory, or third-party approvals may not be obtained or may delay closing of the Potential Business Combination. • Litigation or governmental investigations could delay or prevent the Potential Business Combination. • Significant transaction costs may be incurred regardless of whether the Potential Business Combination is completed. • Redemptions by Meshflow's public shareholders may significantly reduce cash available at closing. • The minimum cash condition may not be satisfied and/or additional financing may be required to close. • The PIPE financing may not be completed on the anticipated terms or at all. • The anticipated benefits of the Potential Business Combination may not be realized in a timely manner or at all. • The announcement or pendency of the Potential Business Combination may disrupt HGP's operations, customer relationships, or ability to retain employees. • Changes in applicable law, regulations, or accounting standards could adversely affect the Potential Business Combination. • The Combined Company may not satisfy stock exchange continued listing requirements following closing. Risks Related to HGP and the Combined Company General • HGP has a limited operating history and no significant revenue, making it difficult to evaluate its prospects. • HGP may not successfully execute its business strategy or achieve commercialization as or when anticipated or at all. • The Combined Company may incur significant operating losses for an extended period, including indefinitely, which may result in going concern considerations. • Significant additional capital will be required to execute HGP's business plan, and future financing may not be available on acceptable terms and may be materially dilutive to investors. • The Combined Company may not successfully manage anticipated growth. • Implementing internal controls and complying with public company requirements will require significant time and resources. • Macroeconomic conditions, inflation, interest rates, geopolitical events, or industry trends may adversely affect the Combined Company. Technology, Development, Competition, and Intellectual Property Risks • HGP's digital twin platform and variable speed reactor coolant pump technology are unproven at commercial scale and may not perform as anticipated under real-world operating conditions. • Achieving reliable reactor load-following capabilities under commercial conditions will require additional engineering, testing, and regulatory validation, which may take longer or cost more than anticipated. • Product development delays, defects, or failures could materially impair commercialization of HGP's software, hardware, or integrated platform offerings. • Existing reactor operators may choose not to adopt HGP's technologies, preferring incumbent systems or competing solutions from SMR developers or other advanced nuclear technology providers. • Alternative energy sources, competing nuclear technologies, or emerging grid-scale solutions could reduce demand for HGP's offerings. • HGP's patent applications may not result in issued patents, and issued patents may not provide meaningful protection or may be challenged, narrowed, or invalidated. • HGP may be unable to adequately protect its trade secrets, proprietary technology, or other confidential information. • Third-party intellectual property claims could materially affect HGP's technology development and commercialization opportunities. • Enforcing or defending intellectual property rights may require substantial resources and distract management. Government, Regulatory, and Industry Risks • The nuclear industry is subject to extensive and evolving federal, state, and international regulation, and compliance will require significant resources. • Required DOE, FERC, NRC, or other governmental licenses, permits, and approvals may not be obtained on anticipated timelines or at all. • Regulatory pathways for advanced nuclear technologies continue to evolve, and existing DOE authorities may not support HGP's anticipated commercialization strategy. • Environmental review requirements and nuclear safety, security, and compliance obligations may delay projects or increase costs. • Public perception of nuclear energy, including concerns about safety or waste, could adversely affect customer demand or regulatory support. • Export controls, national security restrictions, or foreign investment regulations may limit commercial opportunities or require government approvals for certain transactions. • Changes in government policies, procurement priorities, or funding for nuclear energy, clean energy, or AI infrastructure could materially impact HGP's business prospects. Customer, Commercial, and Revenue Risks • HGP's strategy depends in part on continued collaboration with DOE national laboratories and government agencies, which may not result in commercial opportunities. • DOE validation activities, including Project Prometheus, may not result in successful technology commercialization. • Anticipated economics and revenue opportunities from the Naval Nuclear Campus may not materialize as projected. • HGP may be unable to execute anticipated commercial agreements, including power purchase agreements, on favorable terms or at all. • Discussions with hyperscale data center customers and other potential counterparties may not result in binding commercial relationships, and long sales cycles may delay revenue generation. • Revenue may depend upon a limited number of strategic customers, and the loss or delay of any key relationship could materially impact financial performance. • Anticipated software licensing, hardware sales, and aftermarket service revenues may not materialize as projected. • Capacity payments, ancillary services, and isotope production revenues associated with the Naval Nuclear Campus may not be realized as anticipated. • Market size, opportunities, and penetration assumptions may prove inaccurate. STRICTLY CONFIDENTIAL AND NOT FOR DISTRIBUTION Supply Chain, Manufacturing, and Construction Risks • Successful commercialization will depend on third-party manufacturers and suppliers, including specialized nuclear component providers such as BWX Technologies. • Supply chain disruptions, including shortages of specialized materials or components, may adversely affect development, manufacturing, and commercialization. • EPC contractors may not perform as anticipated, and construction costs may exceed projections due to inflation, tariffs, or other factors. Personnel and Operational Risks • HGP depends on its senior management and key technical personnel, and competition for qualified nuclear industry professionals is intense. • Cybersecurity incidents, data breaches, or failures in information technology systems could disrupt operations or expose sensitive information. • Insurance coverage for nuclear-related activities may be unavailable, limited, or prohibitively expensive. Risks Related to the Combined Company's Securities • The market price of the Combined Company's securities may be volatile, and an active trading market may not develop or be sustained. • The Combined Company will likely require additional financing, which may be dilutive to investors or impose restrictive financial and operating covenants on the Combined Company. • Future sales of securities by existing securityholders, or the perception such sales may occur, as well as the issuance or exercise of convertible securities, may result in substantial additional dilution and negatively impact the stock price of the Combined Company. • If the Combined Company fails to meet market analysts' or investors' expectations as to business or financial performance, including any milestones or financial projections, it would likely have a material adverse effect on the Combined Company's stock price, which in turn could result in shareholder litigation and divert management's time and resources. • The Combined Company may not pay dividends for the foreseeable future. • Limited or unfavorable securities analyst coverage could negatively impact the stock price. • The Combined Company may face securities litigation, including claims arising from stock price volatility.
Exhibit 99.3
SUPPLEMENTAL INFORMATION REGARDING THE PROPOSED BUSINESS COMBINATION
September 8, 2026
On September 8, 2026, HGP Intelligent Energy, LLC (“HGP”) whose digital twin software and variable-speed reactor coolant pumps are designed to give nuclear reactors the ability to follow load in real time, and Meshflow Acquisition Corp. (Nasdaq: MESH), a publicly traded special purpose acquisition company, announced that they had entered into a definitive business combination agreement (the “Business Combination Agreement”). The transactions contemplated by the Business Combination Agreement are referred to herein as the “Transaction.” Under the terms of the Business Combination Agreement, HGP and Meshflow will combine under a newly formed Delaware holding company which, upon completion of the Transaction, will become the publicly traded parent of the combined business (the “Combined Company”). HGP expects the available cash proceeds from the Transaction, after giving effect to redemptions by Meshflow shareholders and the payment of transaction expenses, to be used, among other things, to commercialize its load-following technology for nuclear power plants, pairing digital twin software with variable-speed reactor coolant pumps so a reactor can track the real-time power swings of the grid or of islanded large loads.
This document has been jointly prepared by HGP and Meshflow and provides supplemental background regarding HGP’s business, addressable market, and certain aspects of the proposed Transaction. It should be read together with the joint press release issued by HGP and Meshflow on September 8, 2026 and the other important information described under “Additional Information About the Proposed Transaction and Where to Find It” below. This document does not purport to contain all information concerning HGP, Meshflow, the Combined Company, or the proposed Transaction.
The Load Following Problem
Artificial intelligence data centers generally do not draw power at a constant rate. Training and inference workloads can swing sharply and quickly, and the grids those facilities connect to are absorbing the same volatility from the demand side while adding intermittent solar and wind on the supply side. The result is a growing need for generation that can move with load rather than run flat.
Nuclear plants have historically not done that. A conventional pressurized water reactor changes power by moving control rods, which introduces wear, consumes operating margin, and is generally reserved for planned maneuvers rather than continuous response. As a result, most reactors operating today, and most small modular and advanced designs announced to date, cannot follow load while islanded from the grid. For a data center operator, that means the reactor cannot be the sole source of power for the site without either shedding load or leaning on a grid connection.
The economic consequence is concentrated in unserved load. For an artificial intelligence data center, the value of lost load is commonly estimated in the range of $10,000 to more than $100,000 per megawatt-hour, which makes the ability to ride through a demand swing without tripping protections a significant commercial feature rather than a technical nicety.
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The Solution: HGP’s Control Layer: Digital Twin and Variable-Speed Pumps
HGP’s response is a control layer that pairs software with hardware. NthSim, the Company’s digital twin, maintains a continuously updated model of the reactor’s actual state. It is designed to produce a real-time, spatially resolved estimate of thermal margin across the core, refreshed roughly ten times per second, by combining a physics-based subchannel analysis engine, online state estimation calibrated against plant sensors, and a machine learning module trained on high-fidelity computational fluid dynamics results. Based on this model, NthSim calculates the fastest power change the reactor can safely make at that moment, and it runs look-ahead simulations of plant transients, which allows operators to see margin predictively rather than after the fact.
HGP’s hardware solution is a variable-frequency-drive reactor coolant pump, which allows the primary coolant loop to run continuously at variable speed. Conventional practice runs reactor coolant pumps at full speed to preserve bounding-case margin, which makes the coolant pumps one of the largest parasitic loads in the plant. Because the digital twin estimates actual margin in real time, pump speed can be varied within a bounded authority, and reactor power follows coolant flow.
The operating consequence of this technology is that the reactor follows load through flow rather than through control rod movement. Control rods stay parked, demand swings are designed to be absorbed by the pumps, the plant eases to a new operating point without tripping protections, and the site can run as an island on its own generation. Less of the plant’s safety margin would be spent on daily load-following, and more of it would stay available as margin.
A Large and Growing Addressable Market
Because the control layer works on the reactor’s coolant flow and instrumentation rather than on its core design, HGP intends to sell it across the industry rather than only into its own projects. HGP has designed the system for three delivery paths: new-build hardware for plants under construction, a retrofit package for the operating pressurized water fleet, and a factory-integrated package for modular reactors built in a shop rather than on site. HGP’s review of published third-party design documentation indicates that the substantial majority of reactor designs now operating or announced, across large pressurized water reactors, small modular reactors, and microreactors, cannot perform islanded load-following as shipped, but could do so with HGP’s control layer.
The potential installed and announced base is large. More than 600 reactors are operating or under construction worldwide, and industry forecasts point to roughly 48 gigawatts of additional nuclear demand over the next decade. Revenue to the combined company is expected to come from one-time hardware and installation sales followed by a recurring tail of passive flow hardware, spares, and services, together with licensing of the digital twin and its dispatch optimization and power uprate applications.
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Intellectual Property and Federal Validation
HGP’s patent pending portfolio spans variable-speed reactor coolant pump architecture and metallurgy, thermal hydraulic safety margin and pump-speed control, variable-primary-flow load-following with control rods parked, retrofit and operating-experience packages for the existing fleet, pump and dispatch architecture for modular reactor fleets, load-following control for pump-less microreactor designs, predictive control of magnetic-drive sodium coolant pumps, and digital twin monitoring, predictive control, and construction-to-operations handoff.
HGP is working with Argonne National Laboratory on the development and validation of both the digital twin and the variable-speed reactor coolant pump, under which both technologies are expected to be verified and validated with Department of Energy national laboratory support. HGP is also a member of the AI for Nuclear Energy Consortium formed under Project Prometheus, a national laboratory-led initiative selected under the Department of Energy’s Genesis Mission, whose objective is to use artificial intelligence to cut nuclear deployment timelines in half and materially reduce operating costs.
The Integrated Naval Nuclear Energy Campus
Alongside the control layer, HGP is developing the Integrated Naval Nuclear Energy Campus, which would repurpose proven United States naval reactor technology for civilian power generation on federal sites made available for co-located data centers. Because the reactor lineage already exists and has an extensive operating record, HGP expects to pursue this path under the Department of Energy’s existing statutory authority rather than through a commercial licensing process, which is the basis for its view that the campus can deliver power on a materially shorter schedule than a new-build small modular reactor. Campuses are expected to be sized in the range of roughly 500 megawatts to one gigawatt, would serve islanded load with optional grid connection, and would be contracted under long-term power agreements with data center and industrial hosts, supplemented by capacity payments, storage revenue, and isotope production. HGP is in discussion with leading hyperscale operators regarding power agreements and holds established relationships with engineering, procurement, and construction partners for the build-out.
Leadership
Gregory Forero, HGP’s Founder and Chief Executive Officer, has spent his career on the operating side of the power business. He owned and operated HGP Storage, which developed a first-of-a-kind battery energy storage project in ERCOT, and he previously served as a Vice President at Constellation, as an energy derivatives director at UBS, and as an ERCOT portfolio manager at TXU Energy. Across those roles he has managed more than 22 gigawatts of generation assets. The broader team and founder group bring decades of experience across power generation, commodities, land development, transmission, engineering, finance, trading, and risk management.
HGP has appointed Jeffrey Frase to its board of directors. Frase spent 17 years at Goldman Sachs, rising to Managing Director for global crude oil and derivatives, and went on to lead global oil trading at Lehman Brothers and then at JPMorgan. He later served as co-Chief Executive Officer and a director of Noble Group, one of the world’s largest listed commodities firms. He holds a BS in finance from Lehigh University. Having led global energy businesses through several market cycles, Frase adds commercial and capital markets perspective to the board as HGP moves toward commercial operations.
Management Commentary
Gregory Forero, Founder and Chief Executive Officer of HGP Intelligent Energy, said: “The constraint on powering artificial intelligence with nuclear energy is not how much electricity a reactor makes, it is how quickly the reactor can change what it makes. Our digital twin knows the reactor’s real margin ten times a second, and our pumps turn that knowledge into flow, so the plant moves with the load instead of asking the customer to hold still. That capability can be added to reactors that already exist and to the designs being built now, which is why we think of it as a control layer for the industry rather than a feature of one plant. Becoming a public company funds the qualification and manufacturing work that gets it into service. We are excited to partner with Meshflow due to their experience in building the first digital market for uranium and their deep understanding of the nuclear energy space.”
Bartosz Lipinski, Chairman and Chief Executive Officer of Meshflow Acquisition Corp., said: “At Meshflow, we wanted to invest in American critical infrastructure. With AI driving a generational increase in demand for reliable power, we believe nuclear power will be essential to meeting that demand. HGP is focused on a critical part of that opportunity: technology that can make both existing and next-generation nuclear reactors more flexible and valuable to the grid. We believe this transaction gives HGP the resources to commercialize its technology at scale and gives Meshflow shareholders exposure to a key enabling layer of America’s AI-driven energy build-out.”
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Additional Transaction Information
HGP’s existing management team will continue to lead the combined company following closing. All HGP equity holders will roll 100 percent of their holdings into the combined company. HGP’s management team, HGP’s principal equity holders, Meshflow’s sponsor, and certain affiliates of Meshflow’s sponsor have committed to customary lock-ups.
The Transaction was unanimously approved by the board of managers of HGP and the board of directors of Meshflow. Completion of the Transaction is anticipated as early as the end of the year, subject to approval by Meshflow’s shareholders, approval by HGP’s equity holders, the effectiveness of the registration statement described below, expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, approval of the combined company’s common stock for listing on Nasdaq, satisfaction of a minimum cash condition, other regulatory approvals, and other customary closing conditions.
Additional Information About the Proposed Transaction and Where to Find It
In connection with the proposed business combination, Leyte Parent, Inc., a subsidiary of Meshflow (“Pubco”), intends to file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (the “Registration Statement”), which will include a preliminary proxy statement of Meshflow and a preliminary prospectus of Pubco, and after the Registration Statement is declared effective by the SEC, Meshflow will mail the definitive proxy statement/prospectus relating to the Business Combination to its shareholders as of a record date to be established for voting at the extraordinary general meeting of its shareholders (the “Extraordinary General Meeting”). The Registration Statement, including the proxy statement/prospectus contained therein, will contain important information about the proposed business combination and the other matters to be voted upon at the Extraordinary General Meeting. This communication does not contain all the information that should be considered concerning the Business Combination and is not intended to provide the basis for any investment decision or any other decision in respect of such matters. Meshflow and Pubco may also file other documents with the SEC regarding the Business Combination. Meshflow’s shareholders and other interested persons are advised to read, when available, the Registration Statement, including the preliminary proxy statement/prospectus contained therein, the amendments thereto and the definitive proxy statement/prospectus and other documents filed in connection with the Business Combination, as these materials will contain important information about Meshflow, HGP, Pubco and the Business Combination. Shareholders may obtain copies of the Registration Statement, including the preliminary or definitive proxy statement/prospectus contained therein, and the other documents filed or that will be filed by Meshflow and Pubco with the SEC, once available, without charge, at the SEC’s website located at www.sec.gov.
NEITHER THE TRANSACTION NOR ANY INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAVE BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE TRANSACTION OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Cautionary Statement Regarding Forward-Looking Statements
All statements in this communication which are not statements of historical fact are “forward-looking statements” within the meaning of the federal securities laws. These forward-looking statements may be identified by terms such as “allow,” “anticipate,” “expect,” “suggests,” “plan,” “believe,” “predict,” “potential,” “possible,” “seek,” “future,” “propose,” “continue,” “can,” “designed to,” “enable,” “extend,” “intend,” “might,” “opportunity,” “outlook,” “position,” “estimates,” “targets,” “projects,” “should,” “could,” “would,” “may,” “will,” “forecast” or the negative or variation of these terms or similar terminology, although the absence of these terms does not mean that a statement is not forward-looking.
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Forward-looking statements in this communication include, but are not limited to, statements regarding the following: the potential impact of the Transaction on HGP and the combined company, including allowing HGP to commercialize its load-following technology; the anticipated benefits, structure, valuation, proceeds, financing, terms, and timing of the Transaction; the listing of Pubco’s securities on a national securities exchange; the expected performance and capabilities of HGP’s digital twin and variable-speed reactor coolant pump technology and its applicability to operating and announced reactor designs; the ability of HGP’s control layer to enable islanded load-following for nuclear reactors; the design, development, and commercialization of HGP’s products and technology and the anticipated features, benefits, and timing thereof; HGP’s patent pending portfolio and research relationships; HGP’s addressable market, industry trends, expected revenue sources; the development, siting, licensing, timing, and economics of the Integrated Naval Nuclear Energy Campus; the anticipated use of proceeds from the Transaction; expected demand for firm carbon-free electricity from data centers and other customers; competition; estimated implied pro forma enterprise value and cash position of the public company post-closing; and Meshflow and HGP’s ability to consummate the Transaction. Statements regarding Meshflow’s, HGP’s, or the combined company’s expectations, plans, or future financial performance are also forward-looking statements.
These forward-looking statements are subject to risks and uncertainties, some of which are beyond Meshflow’s or HGP’s control, that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to: (1) events or other circumstances that could give rise to the termination of the Business Combination Agreement; (2) the initiation or outcome of legal proceedings that may be instituted against Meshflow, Pubco, HGP or others following the Transaction announcement; (3) the amount of redemptions by Meshflow public shareholders and the inability to complete the Transaction due to the failure to obtain required shareholder, regulatory, or other approvals or satisfy other closing conditions, including the minimum cash condition, required financing, HSR and other antitrust clearances, and stock exchange listing approval; (4) changes to the Transaction structure required by law, regulation, or as a regulatory approval condition; (5) maintaining stock exchange listing compliance post-closing; (6) the impact of the Transaction or the announcement thereof on HGP’s business or the stock price of Meshflow’s securities; (7) the ability to recognize the anticipated benefits of the Transaction, which may be affected by HGP’s ability to manage growth, maintain commercial and customer relationships, and retain key personnel; (8) Transaction-related costs; (9) changes in applicable laws, government policies, or regulations; (10) technological change or competition; (11) HGP’s or the combined company’s financial performance and liquidity position; (12) HGP’s strategies; (13) demand for and market acceptance of HGP’s products, technology, and services; (14) general economic, market, and political conditions; (15) the ability to obtain financing to complete the Transaction or fund the combined company’s operations; (16) the availability of capital required to develop HGP’s technology and execute its business strategies; (17) the ability to complete qualification, testing, and manufacturing of the variable-speed reactor coolant pump and validate the digital twin on the expected schedule; (18) reactor owners’, operators’, and developers’ willingness to adopt or retrofit HGP’s control layer and timing of required regulatory approvals; (19) the timing and outcome of licensing, permitting, and site selection processes for the Integrated Naval Nuclear Energy Campus; (20) the availability and cost of nuclear fuel, long-lead components, fabrication capacity, and qualified workforce; (21) HGP’s ability to secure interconnection and long-term offtake agreements; (22) risks related to intellectual property and the ability to obtain required regulatory approvals in connection with future products and technology; (23) federal programs and research relationships; and (24) assumptions underlying the foregoing.
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You should also carefully consider the risks and uncertainties described in the “Risk Factors” section of Meshflow’s SEC filings, the Registration Statement to be filed by Pubco, and other documents filed by Meshflow and Pubco from time to time with the SEC. The risks identified in these filings, as well as additional risks presently unknown or currently believed to be immaterial, could cause actual results to differ materially from those contained in the forward-looking statements. These forward-looking statements do not constitute a guarantee or prediction as to actual results. Undue reliance should not be placed upon the forward-looking statements. Forward-looking statements reflect Meshflow’s and HGP’s assumptions, estimates, expectations, and plans as of the date of this communication. Each of Meshflow, HGP, and Pubco assume no obligation and do not intend to update these forward-looking statements, whether as a result of new information or otherwise, except as required by law.
Participants in the Solicitation
Meshflow, HGP, Pubco and their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies from Meshflow’s shareholders in connection with the Transactions. A list of the names of the directors, executive officers, other members of management and employees of Meshflow and HGP, as well as information regarding their interests in the Transactions, will be contained in the Registration Statement to be filed with the SEC by Pubco. You can also find more information about Meshflow’s directors and executive officers in Meshflow’s Annual Report on Form 10-K for the period ended December 31, 2025, filed with the SEC on March 17, 2026. Additional information regarding the interests of such potential participants in the solicitation process may also be included in other relevant documents when they are filed with the SEC. You may obtain free copies of these documents from the sources indicated above.
No Offer or Solicitation
This communication is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Transaction, and does not constitute an offer to sell or the solicitation of an offer to buy any securities of Meshflow, HGP or Pubco or a solicitation of any vote or approval, nor shall there be any offer or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.
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